4: Statement of changes in beneficial ownership of securities
Published on November 15, 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 |
|
||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Fortive Corp [ FTV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2019 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | 11/13/2019 | M | 30,000 | A | $24.2 | 101,169 | D | |||
| Common Stock | 11/13/2019 | S | 30,000 | D | $71.27(1) | 71,169 | D | |||
| Common Stock | 11/14/2019 | S | 29,536 | D | $71.22(2) | 41,633 | D | |||
| Common Stock | 11/15/2019 | M | 4,393 | A | $24.2 | 46,026 | D | |||
| Common Stock | 11/15/2019 | M | 14,150 | A | $26.1 | 60,176 | D | |||
| Common Stock | 11/15/2019 | S | 18,543 | D | $72.41(3) | 41,633 | 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) | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $24.2 | 11/13/2019 | M | 30,000 | (4) | 02/23/2021 | Common Stock | 30,000 | $24.2 | 4,393 | D | ||||
| Employee Stock Option (Right to Buy) | $24.2 | 11/15/2019 | M | 4,393 | (4) | 02/23/2021 | Common Stock | 4,393 | $24.2 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $26.1 | 11/15/2019 | M | 14,150 | (5) | 02/23/2022 | Common Stock | 14,150 | $26.1 | 22,518 | D | ||||
| Explanation of Responses: |
| 1. The price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.980 to $71.495. 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. |
| 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 $71.100 to $71.505. 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. The price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.340 to $72.500. 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. |
| 4. Prior to the separation of the Issuer from Danaher Corporation ("Danaher") on July 2, 2016 (the "Separation"), the stock options issued by Danaher on February 23, 2011 ("2011 Danaher Options") to the Reporting Person became exercisable ratably on the third, fourth and fifth anniversary of the grant date. In connection with the Separation, such fully-vested 2011 Danaher Options that remained unexercised as of July 2, 2016 were converted into fully-vested stock options to purchase 34,393 shares of the Issuer's common stock. |
| 5. Prior to the Separation, the stock options issued by Danaher on February 23, 2012 ("2012 Danaher Options") to the Reporting Person became exercisable ratably on the third, fourth and fifth anniversary of the grant date. In connection with the Separation, the 2012 Danaher Options that remained unexercised as of July 2, 2016 were converted into stock options to purchase 36,668 shares of the Issuer's common stock with identical vesting schedule. |
| Remarks: |
| Daniel B. Kim, as attorney-in-fact | 11/15/2019 | |
| ** 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.