4: Statement of changes in beneficial ownership of securities
Published on February 26, 2019
| 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) 02/22/2019 | ||||||||||||||||||||||||||
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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 | 02/22/2019 | M | 8,661 | A | (1) | 89,012 | D | |||
| Common Stock | 02/22/2019 | M | 3,602 | A | (1) | 92,614 | D | |||
| Common Stock | 02/22/2019 | F | 5,244(2) | D | $81.37 | 87,370 | D | |||
| Common Stock | 02/22/2019 | F | 3,436(3) | D | $81.37 | 83,934 | 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 | ||||||||
| Restricted Stock Unit | (1) | 02/22/2019 | M | 8,661 | (4) | (4) | Common Stock | 8,661 | $0 | 0 | D | ||||
| Restricted Stock Unit | (1) | 02/22/2019 | M | 3,602 | (5) | (5) | Common Stock | 3,602 | $0 | 3,600 | D | ||||
| Executive Deferred Incentive Program - Fortive Stock Fund(6) | $0.0(7) | 02/22/2019 | A | 1,333.907 | (8) | (8) | Common Stock | 1,333.907(6) | $81.37(6) | 53,755.503(6) | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units are payable in shares of common stock on a one-to-one basis. |
| 2. This transaction relates to the aggregate withholding of shares for tax purposes in connection with the vesting and distribution of restricted stock units. |
| 3. This transaction relates to the aggregate withholding of shares for tax purposes in connection with the vesting and distribution of performance stock awards. |
| 4. In 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 25,981 Restricted Stock Units of the Issuer vesting in three equal annual installments beginning on February 24, 2017. |
| 5. In 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 10,702 Restricted Stock Units of the Issuer vesting in three equal annual installments beginning on February 23, 2018. |
| 6. Compensation deferred or contributed into the Fortive stock fund (the "EDIP Stock Fund") included in 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 the Issuer's 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). The price shown in Table II, Column 8 is the closing price per share of the Issuer's common stock applicable to the respective transaction date. |
| 7. The notional shares convert on a one-to-one basis. |
| 8. The 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. |
| Remarks: |
| Daniel B. Kim, as attorney-in-fact | 02/26/2019 | |
| ** 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.