4: Statement of changes in beneficial ownership of securities
Published on February 27, 2017
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Fortive Corp [ FTV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/23/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/23/2017 | A | 20,938(1) | A | $0 | 28,591 | D | |||
| Common Stock | 02/23/2017 | M | 6,523 | A | (2) | 35,114 | D | |||
| Common Stock | 02/23/2017 | F | 1,785 | D | $57.26 | 33,329 | D | |||
| Common Stock | 02/24/2017 | M | 5,014 | A | (2) | 38,343 | D | |||
| Common Stock | 02/24/2017 | F | 1,434 | D | $57.79 | 36,909 | D | |||
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $57.26 | 02/23/2017 | A | 32,160 | (3) | 02/23/2027 | Common Stock | 32,160 | $0 | 32,160 | D | ||||
| Restricted Stock Unit | (2) | 02/23/2017 | M | 6,523 | (4) | (4) | Common Stock | 6,523 | $0 | 0 | D | ||||
| Restricted Stock Unit | (2) | 02/24/2017 | M | 5,014 | (5) | (5) | Common Stock | 5,014 | $0 | 10,031 | D | ||||
| Explanation of Responses: |
| 1. In connection with the separation of the Issuer from Danaher Corporation ("Danaher"), Performance-Based Restricted Stock Units issued by Danaher on February 24, 2016 to the Reporting Person that remained unvested as of July 2, 2016 were cancelled and replaced with 20,938 Performance-Based Restricted Stock Awards ("RSAs") of the Issuer. This transaction is being reported in connection with the determination by the Compensation Committee of the Issuer's Board of Directors on February 23, 2017 that the performance criteria of the RSAs have been achieved. The RSAs remain subject to time-based vesting provisions. |
| 2. Restricted stock units are payable in shares of common stock on a one-to-one basis. |
| 3. One third of the options granted vest on each of the third, fourth, and fifth anniversary of the grant date. |
| 4. In connection with the separation of the Issuer from Danaher, Restricted Stock Units issued by Danaher on February 23, 2012 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 6,523 Restricted Stock Units of the Issuer vesting on February 23, 2017. |
| 5. In connection with the separation of the Issuer from 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 15,045 Restricted Stock Units of the Issuer vesting in three remaining equal annual installments beginning on February 24, 2017. |
| Remarks: |
| Daniel B. Kim, as attorney-in-fact | 02/27/2017 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.