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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bystrom Mattias

(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-Prod. Quality & Innovation

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⁾		30,007⁽²⁾⁽³⁾	A	⁽¹⁾	30,810⁽⁴⁾	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)	$33.96	09/30/2023		A⁽¹⁾		9,069		⁽⁵⁾	11/15/2028	Common stock	9,069	⁽¹⁾	9,069	D
Employee stock option (right to buy)	$33.96	09/30/2023		A⁽¹⁾		9,069		⁽⁵⁾	11/15/2028	Common stock	9,069	⁽¹⁾	9,069	D
Employee stock option (right to buy)	$47.15	09/30/2023		A⁽¹⁾		5,088		⁽⁶⁾	07/15/2029	Common stock	5,088	⁽¹⁾	5,088	D
Employee stock option (right to buy)	$52.4	09/30/2023		A⁽¹⁾		9,638		⁽⁷⁾	02/24/2030	Common stock	9,638	⁽¹⁾	9,638	D
Employee stock option (right to buy)	$54.74	09/30/2023		A⁽¹⁾		3,232		⁽⁸⁾	05/15/2030	Common stock	3,232	⁽¹⁾	3,232	D
Employee stock option (right to buy)	$74.51	09/30/2023		A⁽¹⁾		3,951		⁽⁹⁾	02/24/2031	Common stock	3,951	⁽¹⁾	3,951	D
Employee stock option (right to buy)	$74.51	09/30/2023		A⁽¹⁾		8,411		⁽⁹⁾	02/24/2031	Common stock	8,411	⁽¹⁾	8,411	D
Employee stock option (right to buy)	$90.73	09/30/2023		A⁽¹⁾		12,598		⁽¹⁰⁾	02/24/2032	Common stock	12,598	⁽¹⁾	12,598	D
Employee stock option (right to buy)	$90.73	09/30/2023		A⁽¹⁾		5,905		⁽¹⁰⁾	02/24/2032	Common stock	5,905	⁽¹⁾	5,905	D
Employee stock option (right to buy)	$90.32	09/30/2023		A⁽¹⁾		13,505		⁽¹¹⁾	11/15/2032	Common stock	13,505	⁽¹⁾	13,505	D
Employee stock option (right to buy)	$82.23	09/30/2023		A⁽¹⁾		21,108		⁽¹²⁾	12/24/2033	Common stock	21,108	⁽¹⁾	21,108	D
Employee stock option (right to buy)	$80.36	09/30/2023		A⁽¹⁾		17,779		⁽¹³⁾	07/15/2033	Common stock	17,779	⁽¹⁾	17,779	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) 5,988 RSUs vesting in five equal annual installments beginning on November 15, 2019, (ii) 1,587 RSUs vesting in five equal annual installments beginning on July 15, 2020, (iii) 2,994 RSUs vesting in five equal annual installments beginning on February 24, 2021, (iv) 1,168 RSUs vesting in five equal annual installments beginning on May 15, 2021, (v) 2,709 RSUs vesting in five equal annual installments beginning on February 24, 2022, (continued in next footnote)

3. (continued from previous footnote) (vi) 1,273 RSUs vesting in five equal annual installments beginning on February 24, 2022, (vii) 2,069 RSUs vesting in four equal annual installments beginning on February 24, 2023, (viii) 5,538 RSUs vesting in three equal annual installments beginning on November 15, 2024, (ix) 7,813 RSUs vesting in four equal annual installments beginning on February 24, 2024 and (x) 6,223 RSUs vesting in two equal installments beginning on July 15, 2026.

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

5. Represents stock options that vest in five equal annual installments beginning on November 15, 2019, subject to continued employment.

6. Represents stock options that vest in five equal annual installments beginning on July 15, 2020, subject to continued employment.

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

8. Represents stock options that vest in five equal annual installments beginning on May 15, 2021, subject to continued employment.

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

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

11. Represents stock options that vest in three equal annual installments beginning on November 15, 2024, subject to continued employment.

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

13. Represents stock options that vest in two equal annual installments beginning on July 15, 2026, 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).
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