Sec Form 4 Filing - McLaughlin Charles E @ Fortive Corp - 2022-07-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
McLaughlin Charles E
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)
SVP - Chief Financial Officer
(Last) (First) (Middle)
6920 SEAWAY BLVD
3. Date of Earliest Transaction (MM/DD/YY)
07/25/2022
(Street)
EVERETT, WA98203
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/25/2022 M( 1 ) 21,176 A $ 20.73 114,873 D
Common Stock 07/25/2022 F( 1 ) 12,899 D $ 58.31 101,974 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 20.73 07/25/2022 M( 1 ) 21,176( 2 ) ( 2 ) 07/25/2022 Common Stock 21,176 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McLaughlin Charles E
6920 SEAWAY BLVD
EVERETT, WA98203
SVP - Chief Financial Officer
Signatures
Daniel B. Kim, as attorney-in-fact 07/26/2022
Signature of Reporting Person Date
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 )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 25, 2012 ("2012 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 2012 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 17,606 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.

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