SEC Form 4 · accession 0001659166-19-000054
Fortive Corp · FTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan L Schwarz
Officer — VP - Corporate Development
Period of report
Feb 22, 2019
Accepted (ET)
Feb 26, 2019 · 6:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001659166
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 22, 2019 | M | 751 | — | A | 8,021 | D | |
| Common StockF1 | Feb 22, 2019 | M | 781 | — | A | 8,802 | D | |
| Common StockF1 | Feb 22, 2019 | M | 2,396 | — | A | 11,198 | D | |
| Common StockF2 | Feb 22, 2019 | F | 1,115 | $81.37 | D | 10,083 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F3 | — | Feb 22, 2019 | M | 751 | D | — | — | Common Stock | 751 | 0 | D |
| Restricted Stock UnitF1,F4 | — | Feb 22, 2019 | M | 781 | D | — | — | Common Stock | 781 | 781 | D |
| Restricted Stock UnitF1,F5 | — | Feb 22, 2019 | M | 2,396 | D | — | — | Common Stock | 2,396 | 4,784 | D |
| Executive Deferred Incentive Program - Fortive Stock FundF6,F7,F8 | $0.00 | Feb 22, 2019 | A | 506 | A | — | — | Common Stock | 506 | 2,540 | D |
Explanation of responses
- F1Restricted stock units are payable in shares of common stock on a one-to-one basis.
- F2This transaction relates to the aggregate withholding of shares for tax purposes in connection with the vesting and distribution of restricted stock units.
- F3In connection with the separation of the Issuer from Danaher Corporation ("Danaher"), Restricted Stock Units issued by Danaher on February 24, 2014 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 2,257 Restricted Stock Units of the Issuer vesting in three remaining equal annual installments beginning on February 24, 2017.
- F4In connection with the separation of the Issuer from Danaher, Restricted Stock Units issued by Danaher on February 24, 2015 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 3,124 Restricted Stock Units of the Issuer vesting in four remaining equal annual installments beginning on February 24, 2017.
- F5In connection with the separation of the Issuer from Danaher, Restricted Stock Units issued by Danaher on February 24, 2016 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 11,972 Restricted Stock Units of the Issuer vesting in five equal annual installments beginning on February 24, 2017.
- F6Compensation deferred or contributed into the Fortive stock fund (the "EDIP Stock Fund") under Fortive's Executive Deferred Incentive Program (the "EDIP") is deemed to be invested in a number of unfunded, notional shares of the Issuer's common stock based on the closing price of such common stock as reported on the NYSE on the date such compensation is credited to the EDIP Stock Fund (or the closing price for the immediately preceding business day, if such date is not a business day), which closing price is shown in Table II, Column 8.
- F7The notional shares convert on a one-to-one basis.
- F8The Reporting Person immediately vests in 100% of each voluntary contribution to the EDIP Stock Fund. The Reporting Person will vest in all contributions to the EDIP Stock Fund by the Issuer as follows: 100% upon the earlier of the Reporting Person's death, or upon retirement following at least 5 years of service with the Issuer and reaching the age of 55, or, if earlier, one-tenth per year of participation following five years of participation, in each case in accordance with the EDIP. Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in the Issuer's common stock.