SEC FORM 4/A

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^*

Honeycutt Jennifer

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/03/2023

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⁾		102,391⁽²⁾	A	⁽¹⁾	103,566⁽³⁾	D
Common Stock	10/02/2023		A		17,624⁽⁴⁾	A	$0.00⁽⁴⁾	17,624	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)	$22.04	09/30/2023		A⁽¹⁾		28,019		⁽⁵⁾	02/24/2026	Common stock	28,019	⁽¹⁾	28,019	D
Employee stock option (right to buy)	$26.61	09/30/2023		A⁽¹⁾		11,553		⁽⁵⁾	11/15/2026	Common stock	11,553	⁽¹⁾	11,553	D
Employee stock option (right to buy)	$28.76	09/30/2023		A⁽¹⁾		31,938		⁽⁵⁾	02/24/2027	Common stock	31,938	⁽¹⁾	31,938	D
Employee stock option (right to buy)	$33.19	09/30/2023		A⁽¹⁾		34,691		⁽⁵⁾	02/24/2028	Common stock	34,691	⁽¹⁾	34,691	D
Employee stock option (right to buy)	$37.92	09/30/2023		A⁽¹⁾		39,570		⁽⁶⁾	02/24/2029	Common stock	39,570	⁽¹⁾	39,570	D
Employee stock option (right to buy)	$43.79	09/30/2023		A⁽¹⁾		11,104		⁽⁷⁾	05/15/2029	Common stock	11,104	⁽¹⁾	11,104	D
Employee stock option (right to buy)	$52.4	09/30/2023		A⁽¹⁾		38,523		⁽⁸⁾	02/24/2030	Common stock	38,523	⁽¹⁾	38,523	D
Employee stock option (right to buy)	$62.93	09/30/2023		A⁽¹⁾		36,068		⁽⁹⁾	07/15/2030	Common stock	36,068	⁽¹⁾	36,068	D
Employee stock option (right to buy)	$74.51	09/30/2023		A⁽¹⁾		9,877		⁽¹⁰⁾	02/24/2031	Common stock	9,877	⁽¹⁾	9,877	D
Employee stock option (right to buy)	$74.51	09/30/2023		A⁽¹⁾		53,309		⁽¹¹⁾	02/24/2031	Common stock	53,309	⁽¹⁾	53,309	D
Employee stock option (right to buy)	$90.73	09/30/2023		A⁽¹⁾		51,175		⁽¹¹⁾	02/24/2032	Common stock	51,175	⁽¹⁾	51,175	D
Employee stock option (right to buy)	$83.23	09/30/2023		A⁽¹⁾		56,829		⁽¹²⁾	02/24/2033	Common stock	56,829	⁽¹⁾	56,829	D
Employee stock option (right to buy)	$85.12	09/30/2023		A⁽¹⁾		33,183		⁽¹³⁾	10/02/2033	Common stock	33,183	⁽¹⁾	33,183	D
Employee stock option (right to buy)	$85.12	09/30/2023		A⁽¹⁾		6,637		⁽¹⁴⁾	10/02/2033	Common stock	6,637	⁽¹⁾	6,637	D
Veralto Exec Deferred Incentive Program - Veralto Stock Fund⁽¹⁵⁾	$0.00⁽¹⁶⁾	09/30/2023		A⁽¹⁾		44,160		⁽¹⁷⁾	⁽¹⁷⁾	Common stock	44,160	⁽¹⁾	44,160	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 performance stock units and restricted stock units ("RSUs") issued by Danaher and converted into RSUs of Veralto. 77,758 RSUs have vested and 24,633 remain unvested as of the Spin-off, including (i) 12,273 RSUs vesting in five equal annual installments beginning on February 24, 2020, (ii) 3,443 RSUs vesting in three equal annual installments beginning on May 15, 2022 and (iii) 21,028 RSUs vesting in four equal annual installments beginning on February 24, 2024.

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

4. Represents (i) 14,686 RSUs granted in connection with the Separation that will vest in two equal annual installments beginning October 2, 2026, and (ii) 2,938 RSUs granted in connection with the Separation that will vest in three equal annual installments beginning on October 2, 2024, subject to continued employment.

5. Represent stock options that are fully vested.

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

7. Represents stock options that vest in three equal annual installments beginning on May 15, 2022, subject to continued employment.

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

9. Represents stock options that vest in three equal annual installments beginning on July 15, 2023, subject to continued employment.

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

11. Represents stock options that vest in two equal annual installments beginning on February 24, 2025, subject to continued employment.

12. Represents stock options that vest in two equal annual installments beginning on February 24, 2026, subject to continued employment.

13. Represents stock options granted in connection with the Separation that will vest in two equal annual installments beginning on October 2, 2026, subject to continued employment.

14. Represents employee stock options granted in connection with the Separation that will vest in three equal annual installments beginning on October 2, 2024, subject to continued employment.

15. Represents phantom shares in Veralto's stock fund (the "EDIP Stock Fund") under the Veralto Corporation Executive Deferred Compensation Program (the "EDIP"). Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in Veralto common stock.

16. The notional shares convert on a one-for-one basis.

17. The vesting terms and manner and form of distribution of amounts contributed or deferred under the EDIP are based upon the provisions of the plan, which provisions are summarized in the Registration Statement on Form 10 filed by Veralto with the Securities and Exchange Commission.

Remarks:

This Form 4 Amendment is being filed to reflect the final number of shares reported in Table I, Row 1, Column 4 of the Reporting Person's Form 4 filed on October 3, 2023 based on the final determination of the number of performance stock units issued by Danaher that were subsequently converted into RSUs of Veralto held as of the date of this Form 4 filing.

	/s/ James Tanaka, as attorney-in-fact	10/27/2023
	** Signature of Reporting Person	Date
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