SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hulit Barbara B.

(Last)

(First)

(Middle)

6920 SEAWAY BLVD

(Street)

EVERETT

98203

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2016

3. Issuer Name and Ticker or Trading Symbol
Fortive Corp [ FTV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,182	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit	⁽¹⁾	⁽¹⁾	Common Stock	13,200	⁽²⁾	D
Restricted Stock Unit	⁽³⁾	⁽³⁾	Common Stock	6,959	⁽²⁾	D
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	15,045	⁽²⁾	D
Restricted Stock Unit	⁽⁵⁾	⁽⁵⁾	Common Stock	12,430	⁽²⁾	D
Restricted Stock Unit	⁽⁶⁾	⁽⁶⁾	Common Stock	6,523	⁽²⁾	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	02/24/2026	Common Stock	63,416	$42.55	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	02/24/2025	Common Stock	39,989	$42.47	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	05/15/2024	Common Stock	17,381	$36.58	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	02/24/2024	Common Stock	37,591	$37.36	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾	02/21/2023	Common Stock	46,609	$29.76	D
Employee Stock Option (Right to Buy)	⁽¹²⁾	02/23/2022	Common Stock	48,905	$26.1	D
Employee Stock Option (Right to Buy)	⁽¹³⁾	02/23/2021	Common Stock	34,504	$24.2	D
Executive Deferred Incentive Program - Fortive Stock Fund	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	22,854⁽¹⁴⁾	⁽¹⁵⁾	D

Explanation of Responses:

1. In connection with the separation of the Issuer from Danaher Corporation ("Danaher"), Restricted Stock Units issued by Danaher on February 24, 2015 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 13,200 Restricted Stock Units of the Issuer vesting in three equal annual installments beginning on February 24, 2018.

2. Restricted stock units are payable in shares of common stock on a one-to-one basis.

3. In connection with the separation of the Issuer from Danaher, Restricted Stock Units issued by Danaher on May 15, 2014 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 6,959 Restricted Stock Units of the Issuer vesting in three equal annual installments beginning on May 15, 2017.

4. In connection with the separation of the Issuer from Danaher, Restricted Stock Units issued by Danaher on February 24, 2014 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 15,045 Restricted Stock Units of the Issuer vesting in three equal annual installments beginning on February 24, 2017.

5. In connection with the separation of the Issuer from Danaher, Restricted Stock Units issued by Danaher on February 21, 2013 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 12,430 Restricted Stock Units of the Issuer vesting in two remaining equal annual installments beginning on February 21, 2017.

6. In connection with the separation of the Issuer from Danaher, Restricted Stock Units issued by Danaher on February 23, 2012 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 6,523 Restricted Stock Units of the Issuer vesting on February 23, 2017.

7. In connection with the separation of the Issuer from Danaher, options to purchase Danaher common stock issued by Danaher on February 24, 2016 to the Reporting Person that remained outstanding as of July 2, 2016 were converted into options to purchase 63,416 shares of Issuer's common stock vesting in three equal annual installments beginning on February 24, 2019.

8. In connection with the separation of the Issuer from Danaher, options to purchase Danaher common stock issued by Danaher on February 24, 2015 to the Reporting Person that remained outstanding as of July 2, 2016 were converted into options to purchase 39,989 shares of Issuer's common stock vesting in three equal annual installments beginning on February 24, 2018.

9. In connection with the separation of the Issuer from Danaher, options to purchase Danaher common stock issued by Danaher on May 15, 2014 to the Reporting Person that remained outstanding as of July 2, 2016 were converted into options to purchase 17,381 shares of Issuer's common stock vesting in three equal annual installments beginning on May 15, 2017.

10. In connection with the separation of the Issuer from Danaher, options to purchase Danaher common stock issued by Danaher on February 24, 2014 to the Reporting Person that remained outstanding as of July 2, 2016 were converted into options to purchase 37,591 shares of Issuer's common stock vesting in three equal annual installments beginning on February 24, 2017.

11. In connection with the separation of the Issuer from Danaher, options to purchase Danaher common stock issued by Danaher on February 21, 2013 to the Reporting Person that remained outstanding as of July 2, 2016 were converted into options to purchase 46,609 shares of Issuer's common stock, with options to purchase 15,536 shares fully vested and exercisable at the time of conversion and with the remainder of the options to purchase 31,073 shares vesting in two remaining equal annual installments beginning on February 21, 2017.

12. In connection with the separation of the Issuer from Danaher, options to purchase Danaher common stock issued by Danaher on February 23, 2012 to the Reporting Person that remained outstanding as of July 2, 2016 were converted into options to purchase 48,905 shares of Issuer's common stock, with options to purchase 32,602 shares fully vested and exercisable at the time of conversion and with the remainder of the options to purchase 16,303 shares vesting on February 23, 2017.

13. In connection with the separation of the Issuer from Danaher, options to purchase Danaher common stock issued by Danaher on February 23, 2011 to the Reporting Person that remained outstanding as of July 2, 2016 were converted into fully vested and exercisable options to purchase 34,504 shares of Issuer's common stock.

14. In connection with the separation of the Issuer from Danaher, compensation of the Reporting Person deferred or contributed into Danaher's Executive Deferred Incentive Program was transferred to the Fortive Stock Fund in the Issuer's Executive Deferred Incentive Program ("EDIP Stock Fund") and, as of August 1, 2016, are deemed invested in 22,854 unfunded, fully vested, notional shares of the Issuer's common stock based on the closing price on August 1, 2016 of the Issuer's common stock. Upon termination of employment, the balance held by the Reporting Person in the EDIP Stock Fund will be settled in shares of the Issuer's common stock.

15. The notional shares convert on a one-to-one basis.

Remarks:

	Daniel B. Kim, as attorney-in-fact	08/14/2016
	** 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 5 (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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