Sec Form 4 Filing - Rowen Kathryn K. @ Vontier Corp - 2020-10-09

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 Rowen Kathryn K. 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, General Counsel (Last) (First) (Middle) C/O VONTIER CORP, 5420 WADE PARK BLVD 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 17,620 ( 1 ) A $ 0 ( 1 ) 17,620 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 $ 23.45 10/09/2020 A 21,265 ( 2 ) 02/23/2027 Common Stock, par value $0.0001 21,265 $ 0 21,265 D Employee Stock Option $ 31.41 10/09/2020 A 7,470 ( 3 ) 02/22/2028 Common Stock, par value $0.0001 7,470 $ 0 7,470 D Employee Stock Option $ 33.42 10/09/2020 A 7,117 ( 4 ) 02/25/2029 Common Stock, par value $0.0001 7,117 $ 0 7,117 D Employee Stock Option $ 31.45 10/09/2020 A 19,238 ( 5 ) 02/20/2030 Common Stock, par value $0.0001 19,238 $ 0 19,238 D Employee Stock Option $ 30.14 10/09/2020 A 20,630 ( 6 ) 08/15/2030 Common Stock, par value $0.0001 20,630 $ 0 20,630 D Executive Deferred Incentive Program - Vontier Stock Fund ( 7 ) 10/09/2020 A 237 ( 8 ) ( 8 ) Common Stock, par value $0.0001 237 $ 0 ( 8 ) 237 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rowen Kathryn K. C/O VONTIER CORP 5420 WADE PARK BLVD RALEIGH, NC27607 SVP, General Counsel 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 ("RSUs") issued by Fortive on February 23, 2017, February 22, 2018, February 25, 2019, February 20, 2020 and August 15, 2020 that remain unvested as of Separation and were converted into 1,085, 1,480, 1,895, 6,348 and 6,812 Issuer RSUs, respectively, that vest in two equal annual installments beginning on February 23, 2021, in three equal annual installments beginning on February 22, 2021, in four equal annual installments beginning on February 25, 2021, in five equal annual installments beginning on February 20, 2021 and in five equal annual installments beginning on August 15, 2021, respectively, subject to continued employment. ( 2 )Prior to the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), fully-vested stock options granted to the Reporting Person on February 23, 2017 that remained unvested as of October 9, 2020 were converted into fully-vested stock options to purchase 13,086 shares of the Issuer's common stock. Additionally, three-fifths of a stock options grant issued by Fortive on February 23, 2017 ("2017 Fortive Options") to the Reporting Person were fully vested and converted into fully-vested stock options to purchase 4,905 shares of the Issuer's common stock. The remaining 2017 Fortive options that unvested as of the Separation options vest in two equal annual installments beginning on February 23, 2021, subject to continued employment. ( 3 )Prior to the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), two-fifths of the stock options issued by Fortive on February 22, 2018 ("2018 Fortive Options") to the Reporting Person were fully vested and converted into fully-vested stock options to purchase 2,988 shares of the Issuer's common stock. The remaining 2018 Fortive options that unvested as of the Separation options vest in three equal annual installments beginning on February 22, 2021, subject to continued employment. ( 4 )Prior to the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), one-fifths of the stock options issued by Fortive on February 25, 2019 ("2019 Fortive Options") to the Reporting Person were fully vested and converted into fully-vested stock options to purchase 1,435 shares of the Issuer's common stock. The remaining 2019 Fortive options that unvested as of the Separation options vest in four equal annual installments beginning on February 25, 2021, subject to continued employment. ( 5 )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. ( 6 )In connection with the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), stock options issued by Fortive on August 15, 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 August 15, 2021, subject to continued employment. ( 7 )The notional shares convert on a one-to-one basis. ( 8 )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.

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