Form: 4

Statement of changes in beneficial ownership of securities

November 17, 2020

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*
Pringle William W
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
11/16/2020
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 11/16/2020 M 17,848 A $24.75 89,226 D
Common Stock 11/16/2020 M 16,246 A $27.26 105,472 D
Common Stock 11/16/2020 M 16,443 A $31.07 121,915 D
Common Stock 11/16/2020 M 16,739 A $30.42 138,654 D
Common Stock 11/16/2020 M 19,672 A $35.31 158,326 D
Common Stock 11/16/2020 S 56,428 D $71.05(1) 101,898 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) $24.75 11/16/2020 M 17,848 (2) 02/21/2023 Common Stock 17,848 $0 0 D
Employee Stock Option (Right to Buy) $27.26 11/16/2020 M 16,246 (3) 07/30/2023 Common Stock 16,246 $0 0 D
Employee Stock Option (Right to Buy) $31.07 11/16/2020 M 16,443 (4) 02/24/2024 Common Stock 16,443 $0 0 D
Employee Stock Option (Right to Buy) $30.42 11/16/2020 M 16,739 (5) 05/15/2024 Common Stock 16,739 $0 0 D
Employee Stock Option (Right to Buy) $35.31 11/16/2020 M 19,672 (6) 02/24/2025 Common Stock 19,672 $0 0 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 $70.830 to $71.250. 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. Prior to the separation of the Issuer from Danaher Corporation ("Danaher") on July 2, 2016 (the "Separation"), one-fifth of the stock options issued by Danaher on February 21, 2013 ("February 2013 Danaher Options") to the Reporting Person became exercisable on each of the first five anniversaries of the grant date. In connection with the Separation, the February 2013 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 14,839 shares of the Issuer's common stock with identical vesting schedule. In addition, the total number of stock options and the exercise price reflect an anti-dilution adjustment applied as a result of the spin-off of Vontier Corporation from the Issuer on October 9, 2020.
3. Prior to the Separation, one-fifth of the stock options issued by Danaher on July 30, 2013 ("July 2013 Danaher Options") to the Reporting Person became exercisable on each of the first five anniversaries of the grant date. In connection with the Separation, the July 2013 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 13,507 shares of the Issuer's common stock with identical vesting schedule. In addition, the total number of stock options and the exercise price reflect an anti-dilution adjustment applied as a result of the spin-off of Vontier Corporation from the Issuer on October 9, 2020.
4. Prior to the Separation, one-fifth of the stock options issued by Danaher on February 24, 2014 ("February 2014 Danaher Options") to the Reporting Person became exercisable on each of the first five anniversaries of the grant date. In connection with the Separation, the February 2014 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 13,671 shares of the Issuer's common stock with identical vesting schedule. In addition, the total number of stock options and the exercise price reflect an anti-dilution adjustment applied as a result of the spin-off of Vontier Corporation from the Issuer on October 9, 2020.
5. Prior to the Separation, one-fifth of the stock options issued by Danaher on May 15, 2014 ("May 2014 Danaher Options") to the Reporting Person became exercisable on each of the first five anniversaries of the grant date. In connection with the Separation, the May 2014 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 13,971 shares of the Issuer's common stock with identical vesting schedule. In addition, the total number of stock options and the exercise price reflect an anti-dilution adjustment applied as a result of the spin-off of Vontier Corporation from the Issuer on October 9, 2020.
6. Prior to the Separation, one-fifth of the stock options issued by Danaher on February 24, 2015 ("2015 Danaher Options") to the Reporting Person became exercisable on each of the first five anniversaries of the grant date. In connection with the Separation, the 2015 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 16,356 shares of the Issuer's common stock with identical vesting schedule. In addition, the total number of stock options and the exercise price reflect an anti-dilution adjustment applied as a result of the spin-off of Vontier Corporation from the Issuer on October 9, 2020.
Remarks:
Daniel B. Kim, as attorney-in-fact 11/17/2020
** 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.

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