Sec Form 4 Filing - Naemura David H. @ Vontier Corp - 2020-10-09

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Naemura David H.
2. Issuer Name and Ticker or Trading Symbol
Vontier Corp [ VNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, CFO and Treasurer
(Last) (First) (Middle)
C/O VONTIER CORPORATION, 5420 WADE PARK BLVD, SUITE 206
3. Date of Earliest Transaction (MM/DD/YY)
10/09/2020
(Street)
RALEIGH, NC27607
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, par value $0.0001 10/09/2020 A 122,857 ( 1 ) A $ 0 ( 1 ) 122,857 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 $ 31.45 10/09/2020 A 240,169 ( 2 ) 02/20/2030 Common Stock, par value $0.0001 240,169 $ 0 240,169 D
Employee Stock Option $ 31.45 10/09/2020 A 132,108 ( 3 ) 02/20/2030 Common Stock, par value $0.0001 132,108 $ 0 132,108 D
Executive Deferred Incentive Program - Vontier Stock Fund ( 4 ) 10/09/2020 A 385 ( 5 ) ( 5 ) Common Stock, par value $0.0001 385 $ 0 ( 5 ) 385 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Naemura David H.
C/O VONTIER CORPORATION
5420 WADE PARK BLVD, SUITE 206
RALEIGH, NC27607
SVP, CFO and Treasurer
Signatures
/s/ Courtney S. Kamlet, as attorney-in-fact 10/14/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), Restricted Stock Units issued by Fortive on February 20, 2020 to the Reporting Person that remained unvested as of the Separation were converted into (i) 79,251 Restricted Stock Units of the Issuer vesting in three equal annual installments beginning on February 20, 2021 and (ii) 43,606 Restricted Stock Units of the Issuer vesting in five equal annual installments beginning on February 20, 2021, subject to continued employment.
( 2 )In connection with the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), stock options issued by Fortive on February 20, 2020 to the Reporting Person that remained unvested as of the Separation were converted into stock options vesting in three equal annual installments beginning on February 20, 2021, subject to continued employment.
( 3 )In connection with the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), stock options issued by Fortive on February 20, 2020 to the Reporting Person that remained unvested as of the Separation were converted into stock options vesting in five equal annual installments beginning on February 20, 2021, subject to continued employment.
( 4 )The notional shares convert on a one-to-one basis.
( 5 )In connection with the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020, the reported securities are notional dividend accruals on phantom shares in Issuer's stock fund (the "EDIP Stock Fund") under Issuer's Executive Deferred Incentive Program (the "EDIP") that had accrued under Fortive's EDIP Stock Fund and were converted to the Issuer's EDIP Stock Fund. The Reporting Person immediately vests in 100% of each voluntary contribution to the EDIP Stock Fund. The Reporting Person vests in all contributions to the EDIP Stock Fund: 100% upon the earlier of the Reporting Person's death, or upon retirement after at least 5 years of service with the Issuer and reaching the age of 55, or, if earlier, one-tenth per year of participation following five years of participation, in accordance with the EDIP. Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in Issuer common stock.

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.