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^*

Hulit Barbara B.

(Last)

(First)

(Middle)

6920 SEAWAY BLVD

(Street)

EVERETT

98203

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2017

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	02/23/2017		A		20,938⁽¹⁾	A	$0	28,591	D
Common Stock	02/23/2017		M		6,523	A	⁽²⁾	35,114	D
Common Stock	02/23/2017		F		1,785	D	$57.26	33,329	D
Common Stock	02/24/2017		M		5,014	A	⁽²⁾	38,343	D
Common Stock	02/24/2017		F		1,434	D	$57.79	36,909	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)	$57.26	02/23/2017		A		32,160		⁽³⁾	02/23/2027	Common Stock	32,160	$0	32,160	D
Restricted Stock Unit	⁽²⁾	02/23/2017		M			6,523	⁽⁴⁾	⁽⁴⁾	Common Stock	6,523	$0	0	D
Restricted Stock Unit	⁽²⁾	02/24/2017		M			5,014	⁽⁵⁾	⁽⁵⁾	Common Stock	5,014	$0	10,031	D

Explanation of Responses:

1. In connection with the separation of the Issuer from Danaher Corporation ("Danaher"), Performance-Based Restricted Stock Units issued by Danaher on February 24, 2016 to the Reporting Person that remained unvested as of July 2, 2016 were cancelled and replaced with 20,938 Performance-Based Restricted Stock Awards ("RSAs") of the Issuer. This transaction is being reported in connection with the determination by the Compensation Committee of the Issuer's Board of Directors on February 23, 2017 that the performance criteria of the RSAs have been achieved. The RSAs remain subject to time-based vesting provisions.

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

3. One third of the options granted vest on each of the third, fourth, and fifth anniversary of the grant date.

4. 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.

5. 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 remaining equal annual installments beginning on February 24, 2017.

Remarks:

	Daniel B. Kim, as attorney-in-fact	02/27/2017
	** 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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