SEC Form 4
FORM 4 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
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).
1. Name and Address of Reporting Person*
Walker Stacey A.
(Last) (First) (Middle)
6920 SEAWAY BLVD
(Street)
EVERETT WA 98203
(City) (State) (Zip)
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 - Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
Code V Amount (A) or (D) Price
Common Stock 02/24/2021 S(1) 1,787 D $67.5 22,472 D
Common Stock 02/24/2021 A 7,970(2) A (3) 30,442 D
Common Stock 02/24/2021 A 762(4) A (3) 31,204 D
Common Stock 02/24/2021 A 3,442(5) A (3) 34,646 D
Common Stock 02/24/2021 M 3,594 A (3) 38,240 D
Common Stock 02/24/2021 F 1,824(6) D $67.64 36,416 D
Common Stock 02/26/2021 S(1) 1,770 D $66.53 34,646 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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $67.64 02/24/2021 A 28,180 (7) 02/24/2031 Common Stock 28,180 $0 28,180 D
Restricted Stock Unit (3) 02/24/2021 M 3,594 (8) (8) Common Stock 3,594 $0 0 D
Explanation of Responses:
1. The transaction was effectuated pursuant to a Rule 10b5-1 trading plan.
2. On February 24, 2021, the Compensation Committee of the Issuer (the "Committee") awarded the Reporting Person Restricted Stock Units ("RSUs"). This transactions is being reported to identify the portion of the RSUs that are subject only to time-based vesting provisions. Pursuant to the terms of the award, additional RSUs may be issued upon determination by the Committee that the corresponding performance criteria have been achieved.
3. Restricted stock units are payable in shares of common stock on a one-to-one basis.
4. On February 20, 2020, the 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, 2021 that the performance criteria of the Additional RSUs have been achieved. The Additional RSUs remain subject to time-based vesting provisions.
5. On February 22, 2018, 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, 2021 that the performance criteria of the PSUs have been achieved. The shares remain subject to a two-year holding period requirement.
6. This transaction relates to the withholding of shares for tax purposes in connection with the vesting and distribution of restricted stock units.
7. One half of the options granted vest on each of the third and fourth anniversary of the grant date.
8. In connection with the separation of the Issuer from Danaher Corporation ("Danaher"), Restricted Stock Units issued by Danaher on February 24, 2016 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 14,953 Restricted Stock Units of the Issuer vesting in five equal annual installments beginning on February 24, 2017. In addition, the total number of outstanding Restricted Stock Units of the Issuer reflects 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 02/26/2021
** 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).
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