X0306 4 2019-01-11 0 0001420800 Colfax CORP CFX 0001015014 RALES MITCHELL P 11790 GLEN ROAD POTOMAC MD 20854 1 0 1 0 Common Stock, par value $.001 2018-05-07 5 G 0 E 40180 0.00 D 10281181 D Common Stock, par value $.001 2018-06-08 5 G 0 E 11073 0.00 D 10270108 D Common Stock, par value $.001 2018-08-24 5 G 0 E 2942 0.00 D 10267166 D Common Stock, par value $.001 2018-10-29 5 G 0 E 4297 0.00 D 10262869 D Common Stock, par value $.001 854750 I Through the Mitchell P. Rales Family Trust Common Stock, par value $.001 19388 I By Capital Yield Corporation Common Stock, par value $.001 4200 I By MPR, as custodian for daughters Common Stock, par value $.001 11500 I By trust for daughter Common Stock, par value $.001 28000 I By spouse Tangible Equity Units (Right to Buy) 2019-01-11 4 P 0 400000 100.00 A Common Stock 1440000 400000 D The reporting person is a trustee of the Mitchell P. Rales Family Trust. These shares are held by an entity of which Mitchell P. Rales and Steven M. Rales are the sole stockholders. The reporting person disclaims beneficial ownership of these securities to the extent that they are beneficially owned by Steven M. Rales. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Neither this filing nor anything contained herein shall be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise. In connection with the Issuer's offering of Tangible Equity Units ("TEUs"), the reporting person acquired 400,000 TEUs. Each TEU is comprised of (i) a prepaid stock purchase contract and (ii) a senior amortizing note due January 15, 2022. The prepaid stock purchase contract, which may be settled at any time by the holder, provides the holder the right to acquire shares of the Issuer's common stock. If a prepaid stock purchase contract is settled on or prior to January 15, 2020, the holder will receive 3.6 shares of common stock per contract. If a prepaid stock purchase contract is settled after January 15, 2020 but on or prior to January 15, 2021, the holder will receive 3.8 shares of common stock per contract. If a prepaid stock purchase contract is settled after January 15, 2021 but on or prior to the second trading day prior to January 15, 2022, the holder will receive 4 shares of common stock per contract. Each prepaid stock purchase contract may be settled at any time by the holder and in some circumstances may be redeemed by the Issuer. If not earlier settled or redeemed, on January 15, 2022 the prepaid stock purchase contracts will be settled automatically and each holder will receive not less than 4 shares of common stock per contract and not more than 4.8054 shares of common stock per contract, based on the applicable settlement rate and applicable market value of the common stock at settlement. The number of shares of common stock underlying the reporting person's TEUs is based on the amount that may be acquired if the prepaid stock purchase contracts were settled prior to January 15, 2020. The actual number of shares the reporting person may acquire will depend on when the prepaid stock purchase contracts are settled. /s/ A. Lynne Puckett, Attorney-in-Fact 2019-01-15