SEC FORM 4

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^*

Beneteau Lesley

(Last)

(First)

(Middle)

C/O VERALTO CORPORATION

225 WYMAN ST., SUITE 250

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Veralto Corp [ VLTO ]

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)
09/30/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2023		A⁽¹⁾		8,812⁽²⁾	A	⁽¹⁾	9,353⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee stock option (right to buy)	$18.36	09/30/2023		A⁽¹⁾		1,780		⁽⁴⁾	11/01/2023	Common stock	1,780	⁽¹⁾	1,780	D
Employee stock option (right to buy)	$22.32	09/30/2023		A⁽¹⁾		712		⁽⁴⁾	07/15/2025	Common stock	712	⁽¹⁾	712	D
Employee stock option (right to buy)	$23.64	09/30/2023		A⁽¹⁾		1,622		⁽⁴⁾	11/15/2025	Common stock	1,622	⁽¹⁾	1,622	D
Employee stock option (right to buy)	$22.04	09/30/2023		A⁽¹⁾		7,004		⁽⁴⁾	02/24/2026	Common stock	7,004	⁽¹⁾	7,004	D
Employee stock option (right to buy)	$28.76	09/30/2023		A⁽¹⁾		6,405		⁽⁴⁾	02/24/2027	Common stock	6,405	⁽¹⁾	6,405	D
Employee stock option (right to buy)	$33.19	09/30/2023		A⁽¹⁾		6,495		⁽⁴⁾	02/24/2028	Common stock	6,495	⁽¹⁾	6,495	D
Employee stock option (right to buy)	$37.92	09/30/2023		A⁽¹⁾		7,692		⁽⁵⁾	02/24/2029	Common stock	7,692	⁽¹⁾	7,692	D
Employee stock option (right to buy)	$52.4	09/30/2023		A⁽¹⁾		6,525		⁽⁶⁾	02/24/2030	Common stock	6,525	⁽¹⁾	6,525	D
Employee stock option (right to buy)	$74.51	09/30/2023		A⁽¹⁾		5,447		⁽⁷⁾	02/24/2031	Common stock	5,447	⁽¹⁾	5,447	D
Employee stock option (right to buy)	$74.51	09/30/2023		A⁽¹⁾		1,975		⁽⁷⁾	02/24/2031	Common stock	1,975	⁽¹⁾	1,975	D
Employee stock option (right to buy)	$90.73	09/30/2023		A⁽¹⁾		4,331		⁽⁸⁾	02/24/2032	Common stock	4,331	⁽¹⁾	4,331	D
Employee stock option (right to buy)	$88.23	09/30/2023		A⁽¹⁾		4,465		⁽⁹⁾	02/24/2033	Common stock	4,465	⁽¹⁾	4,465	D
Employee stock option (right to buy)	$75.82	09/30/2023		A⁽¹⁾		9,162		⁽¹⁰⁾	05/15/2033	Common stock	9,162	⁽¹⁾	9,162	D

Explanation of Responses:

1. Represents equity awards originally granted by Danaher Corporation ("Danaher") that have been converted into equity awards of Veralto Corporation ("Veralto") in connection with the spin-off of Veralto from Danaher (the "Spin-off").

2. Represents restricted stock units ("RSUs") issued by Danaher and converted into RSUs of Veralto, which remain unvested as of the Spin-off, including (i) 2,394 RSUs vesting in five equal annual installments beginning on February 24, 2020, (ii) 2,020 RSUs vesting in five equal annual installments beginning on February 24, 2021, (iii) 1,751 RSUs vesting in five equal annual installments beginning on February 24, 2022, (iv) 643 RSUs vesting in five equal annual installments beginning on February 24, 2022, (v) 1,517 RSUs vesting in five equal annual installments beginning on February 24, 2023, (vi) 1,652 RSUs vesting in five equal annual installments beginning on February 24, 2024 and (vii) 3,298 RSUs vesting in five equal annual installments beginning on May 15, 2024.

3. Includes shares received in the Spin-off with respect to shares of Danaher common stock held prior to the Spin-off.

4. Represent stock options that are fully vested.

5. Represents stock options that vest in five equal annual installments beginning on February 24, 2020, subject to continued employment.

6. Represents stock options that vest in five equal annual installments beginning on February 24, 2021, subject to continued employment.

7. Represents stock options that vest in five equal annual installments beginning on February 24, 2022, subject to continued employment.

8. Represents stock options that vest in four equal annual installments beginning on February 24, 2023, subject to continued employment.

9. Represents stock options that vest in four equal annual installments beginning on February 24, 2024, subject to continued employment.

10. Represents stock options that vest in four equal annual installments beginning on May 15, 2024, subject to continued employment.

Remarks:

	/s/ James Tanaka, as attorney-in-fact	10/03/2023
	** 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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