Form: 4

Statement of changes in beneficial ownership of securities

May 3, 2018

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed 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*
LICO JAMES A
(Last) (First) (Middle)
6920 SEAWAY BLVD
(Street)
EVERETT WA 98203
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fortive Corp [ FTV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
Code V Amount (A) or (D) Price
Common Stock 05/01/2018 I(1) 14,285.645 A $72.04 19,344.903 I By 401(k)
Common Stock 05/02/2018 M 75,000 A $12.83 307,442 D
Common Stock 05/02/2018 S 75,000 D $71.93(2) 232,442 D
Common Stock 05/02/2018 G V 9,642 D $0 222,800 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $12.83 05/02/2018 M 75,000 (3) 02/24/2019 Common Stock 75,000 $0 123,298 D
Explanation of Responses:
1. The 401(k) plan trustee has unilaterally determined to eliminate as an investment option within the 401(k) plan the unitized Danaher stock fund holding shares of common stock of Danaher Corporation ("Danaher") that existed prior to the separation of the Issuer from Danaher on July 2, 2016 (the "Separation"). This transaction relates to the reinvestment of such proceeds into the unitized Fortive stock fund holding shares of the Issuer's common stock within the 401(k) plan.
2. The price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.90 to $71.94. The Reporting Person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
3. Prior to the Separation, one-half of the stock options issued by Danaher on February 24, 2009 ("2009 Danaher Options") to the Reporting Person became exercisable on the fourth and fifth anniversary of the grant date. In connection with the Separation, such fully-vested 2009 Danaher Options that remained unexercised as of July 2, 2016 were converted into fully-vested stock options to purchase 248,298 shares of the Issuer's common stock.
Remarks:
Daniel B. Kim, as attorney-in-fact 05/03/2018
** 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.