4: Statement of changes in beneficial ownership of securities
Published on February 26, 2025
| 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) 02/24/2025 | ||||||||||||||||||||||||||
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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 | 02/24/2025 | M(1) | 139,882 | A | $35.31 | 621,294 | D | |||
| Common Stock | 02/24/2025 | F(1) | 92,443 | D | $80.1 | 528,851 | D | |||
| Common Stock | 02/24/2025 | M | 196,117 | A | $35.38 | 724,968 | D | |||
| Common Stock | 02/24/2025 | S | 196,117 | D | $80.38(2) | 528,851 | D | |||
| Common Stock | 02/24/2025 | F | 14,764(3) | D | $80.1 | 514,087 | D | |||
| Common Stock | 02/24/2025 | A | 3,862(4) | A | (5) | 517,949 | D | |||
| Common Stock | 02/24/2025 | A | 83,572(6) | A | (7) | 601,521 | D | |||
| Common Stock | 19,901(8) | I | By 401(k) | |||||||
| 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) | $35.31 | 02/24/2025 | M(1) | 139,882 | (9) | 02/24/2025 | Common Stock | 139,882 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $35.38 | 02/24/2025 | M | 196,117 | (10) | 02/24/2026 | Common Stock | 196,117 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Under the terms of the Fortive 2016 Stock Incentive Plan, on the last trading day on which all or a portion of an outstanding option may be exercised, if as of the close of trading on such day the then closing market price of a share of Common Stock exceeds the per share exercise price of such option by at least $.01 (an "Auto-Exercise Eligible Option"), the holder of such option will be deemed to have automatically exercised ("Auto Exercise") such Auto-Exercise Eligible Option as of the close of trading, with the Registrant reducing the number of shares of common stock issued to the holder of such option in an amount necessary to satisfy (1) the exercise price obligation for the Auto-Exercise Eligible Option, and (2) the tax withholding requirements arising upon the Auto Exercise, in each case based on the market price as of the close of trading on the date of Auto Exercise. This transaction is being reported to disclose the Auto Exercise of the corresponding options. |
| 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 $80.065 to $80.670. 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. This transaction relates to the aggregate withholding of shares for tax purposes in connection with the vesting and distribution of restricted stock units. |
| 4. On February 26, 2024, the Compensation Committee (the "Committee") awarded the Reporting Person RSUs with the opportunity to earn additional RSUs ("Additional RSUs") upon achievement of corresponding performance criteria. This transaction is being reported in connection with the determination by the Committee on February 24, 2025 that the performance criteria of the Additional RSUs have been achieved. The Additional RSUs remain subject to time-based vesting provisions. |
| 5. RSUs are payable in shares of common stock on a one-to-one basis. |
| 6. On February 28, 2022, the Committee awarded the Reporting Person Performance Stock Units ("PSUs") subject to achievement of corresponding performance criteria. This transaction is being reported in connection with the determination by the Committee on February 24, 2025 that the performance criteria of the PSUs have been achieved. The shares remain subject to a one-year holding period requirement. |
| 7. PSUs are payable in shares of common stock on a one-to-one basis. |
| 8. Based on plan statement dated as of January 31, 2025. |
| 9. 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, 2015 ("2015 Danaher Options") to the Reporting Person became exercisable on the fourth and fifth anniversary 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 116,298 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. |
| 10. Prior to the Separation, one-half of the stock options issued by Danaher on February 24, 2016 ("2016 Danaher Options") to the Reporting Person became exercisable on the fourth and fifth anniversary 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 163,052 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 | 02/26/2025 | |
| ** 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.