4: Statement of changes in beneficial ownership of securities
Published on November 5, 2024
| 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). | ||||||||||||||||
| 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*
(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) 11/01/2024 | ||||||||||||||||||||||||||
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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 | 11/01/2024 | M | 1,303 | A | $35.84 | 43,954 | D | |||
| Common Stock | 11/01/2024 | M | 21,795 | A | $35.38 | 65,749 | D | |||
| Common Stock | 11/01/2024 | M | 32,234 | A | $47.61 | 97,983 | D | |||
| Common Stock | 11/01/2024 | M | 30,587 | A | $63.76 | 128,570 | D | |||
| Common Stock | 11/01/2024 | M | 32,367 | A | $67.85 | 160,937 | D | |||
| Common Stock | 11/01/2024 | M | 39,432 | A | $63.85 | 200,369 | D | |||
| Common Stock | 11/01/2024 | M | 14,090 | A | $67.64 | 214,459 | D | |||
| Common Stock | 11/01/2024 | S | 171,808 | D | $71.71(1) | 42,651 | 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 | ||||||||
| Employee Stock Option (Right to Buy) | $35.84 | 11/01/2024 | M | 1,303 | (2) | 07/15/2025 | Common Stock | 1,303 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $35.38 | 11/01/2024 | M | 21,795 | (3) | 02/24/2026 | Common Stock | 21,795 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $47.61 | 11/01/2024 | M | 32,234 | (4) | 02/23/2027 | Common Stock | 32,234 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $63.76 | 11/01/2024 | M | 30,587 | (4) | 02/22/2028 | Common Stock | 30,587 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $67.85 | 11/01/2024 | M | 32,367 | (4) | 02/25/2029 | Common Stock | 32,367 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $63.85 | 11/01/2024 | M | 39,432 | (4) | 02/20/2030 | Common Stock | 39,432 | $0 | 19,720 | D | ||||
| Employee Stock Option (Right to Buy) | $67.64 | 11/01/2024 | M | 14,090 | (5) | 02/24/2031 | Common Stock | 14,090 | $0 | 14,090 | 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 $71.67 to $71.89. 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 July 15, 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 2016 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 1,083 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 February 24, 2016 ("2016 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 2016 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 18,120 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. One third of the options granted vest on each of the third, fourth, and fifth anniversary of the grant date. 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. One half of the options granted vest on each of the third and fourth anniversary of the grant date. |
| Remarks: |
| Daniel B. Kim, as attorney-in-fact | 11/05/2024 | |
| ** 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.