Sec Form 4 Filing - Nash Andrew R. @ 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

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 Nash Andrew R. 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, Human Resources (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 21,377 ( 1 ) A $ 0 ( 1 ) 21,377 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 $ 10.69 10/09/2020 A 2,876 ( 2 ) 02/23/2022 Common Stock, par value $0.0001 2,876 $ 0 2,876 D Employee Stock Option $ 12.19 10/09/2020 A 12,410 ( 3 ) 02/21/2023 Common Stock, par value $0.0001 12,410 $ 0 12,410 D Employee Stock Option $ 15.3 10/09/2020 A 10,056 ( 4 ) 02/24/2024 Common Stock, par value $0.0001 10,056 $ 0 10,056 D Employee Stock Option $ 17.4 10/09/2020 A 10,657 ( 5 ) 02/24/2025 Common Stock, par value $0.0001 10,657 $ 0 10,657 D Employee Stock Option $ 17.43 10/09/2020 A 39,933 ( 6 ) 02/24/2016 Common Stock, par value $0.0001 39,933 $ 0 39,933 D Employee Stock Option $ 23.45 10/09/2020 A 9,814 ( 7 ) 02/23/2027 Common Stock, par value $0.0001 9,814 $ 0 9,814 D Employee Stock Option $ 31.41 10/09/2020 A 9,936 ( 8 ) 02/22/2028 Common Stock, par value $0.0001 9,936 $ 0 9,936 D Employee Stock Option $ 33.42 10/09/2020 A 9,570 ( 9 ) 02/25/2029 Common Stock, par value $0.0001 9,570 $ 0 9,570 D Employee Stock Option $ 31.45 10/09/2020 A 40,845 ( 10 ) 02/20/2030 Common Stock, par value $0.0001 40,845 $ 0 40,845 D Executive Deferred Incentive Program - Vontier Stock Fund ( 11 ) 10/09/2020 A 3,540 ( 12 ) ( 12 ) Common Stock, par value $0.0001 3,540 $ 0 ( 12 ) 3,540 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nash Andrew R. C/O VONTIER CORPORATION 5420 WADE PARK BLVD, SUITE 206 RALEIGH, NC27607 SVP, Human Resources 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"), the number includes: (1) 1,212 shares and (2) Restricted Stock Units ("RSUs") issued by Fortive on February 24, 2016, February 23, 2017, February 22, 2018, February 25, 2019 and February 20, 2020 that remain unvested as of Separation and were converted into 875, 1,299, 1,971, 2,530 and 13,490 Issuer RSUs, respectively, that vest on February 24, 2021, 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 and in five equal annual installments beginning on February 20, 2021, respectively. ( 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, 2012 that remained unexercised as of October 9, 2020 were converted into fully-vested stock options to purchase 2,876 shares of the Issuer's common stock. ( 3 )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 o n February 21, 2013 that remained unexercised as of October 9, 2020 were converted into fully-vested stock options to purchase 12,410 shares of the Issuer's common stock. ( 4 )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 24, 2014 that remained unexercised as of October 9, 2020 were converted into fully-vested stock options to purchase 10,056 shares of the Issuer's common stock. ( 5 )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 24, 2015 that remained unexercised as of October 9, 2020 were converted into fully-vested stock options to purchase 10,657 shares of the Issuer's common stock. ( 6 )Prior to the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), four-fifths of the stock options issued by Fortive on February 24, 2016 ("2016 Fortive Options") to the Reporting Person were fully vested and converted into fully-vested stock options to purchase 31,932 shares of the Issuer's common stock. The remaining 2016 Fortive options that unvested as of the Separation options vest on February 24, 2021. ( 7 )Prior to the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), three-fifths of the stock options 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 5,886 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. ( 8 )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 3,974 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. ( 9 )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 25, 2019 ("2019 Fortive Options") to the Reporting Person were fully vested and converted into fully-vested stock options to purchase 1,914 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. ( 10 )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. ( 11 )The notional shares convert on a one-to-one basis. ( 12 )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.