Form: 4

Statement of changes in beneficial ownership of securities

February 6, 2024

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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
02/02/2024
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 02/02/2024 M 100,000 A $31.07 539,948 D
Common Stock 02/02/2024 S 100,000(1) D $82.3(1) 439,948 D
Common Stock 02/06/2024 M 31,525 A $31.07 471,473 D
Common Stock 02/06/2024 M 75,000 A $30.42 546,473 D
Common Stock 02/06/2024 S 105,853(2) D $81.49(2) 440,620 D
Common Stock 02/06/2024 S 672(3) D $82.42(3) 439,948 D
Common Stock 131,435 I By Grantor Retained Annuity Trust
Common Stock 19,790(4) I By 401(k)
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) $31.07 02/02/2024 M 100,000 (5) 02/24/2024 Common Stock 100,000 $0 31,525 D
Employee Stock Option (Right to Buy) $31.07 02/06/2024 M 31,525 (5) 02/24/2024 Common Stock 31,525 $0 0 D
Employee Stock Option (Right to Buy) $30.42 02/06/2024 M 75,000 (6) 05/15/2024 Common Stock 75,000 $0 29,480 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 $82.00 to $82.71. 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 $81.11 to $82.00. 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 $82.22 to $82.47. 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. Based on a plan statement dated as of January 31, 2024.
5. Prior to the separation of the Issuer from Danaher Corporation ("Danaher") on July 2, 2016 (the "Separation"), one-half of the stock options issued by Danaher on February 24, 2014 ("2014 February Danaher Options") to the Reporting Person became exercisable on the fourth and fifth anniversary of the grant date. In connection with the Separation, the 2014 February Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 109,350 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-half of the stock options issued by Danaher on May 15, 2014 ("2014 May Danaher Options") to the Reporting Person became exercisable on the fourth and fifth anniversary of the grant date. In connection with the Separation, the 2014 May Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 86,865 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 02/06/2024
** 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.