SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Walker Stacey A.

(Last) (First) (Middle)


(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)
SVP - Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
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)
Code V Amount (A) or (D) Price
Common Stock 02/22/2019 M 2,991 A (1) 16,036 D
Common Stock 02/22/2019 F 1,208(2) D $81.37 14,828 D
Common Stock 02/25/2019 S(3) 1,783 D $81.87 13,045 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1) 02/22/2019 M 2,991 (4) (4) Common Stock 2,991 $0 5,980 D
Executive Deferred Incentive Program - Fortive Stock Fund(5) $0.0(6) 02/22/2019 A 663.622 (7) (7) Common Stock 663.622(5) $81.73(5) 3,020.226(5) D
Explanation of Responses:
1. Restricted stock units are payable in shares of common stock on a one-to-one basis.
2. This transaction relates to the withholding of shares for tax purposes in connection with the vesting and distribution of restricted stock units.
3. The transaction was effectuated pursuant to a Rule 10b5-1 trading plan.
4. In connection with the separation of the Issuer from Danaher Corporation ("Danaher"), Restricted Stock Units issued by Danaher on February 24, 2016 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 14,953 Restricted Stock Units of the Issuer vesting in five equal annual installments beginning on February 24, 2017.
5. Compensation deferred or contributed into the Fortive stock fund (the "EDIP Stock Fund") under Fortive's Executive Deferred Incentive Program (the "EDIP") is deemed to be invested in a number of unfunded, notional shares of the Issuer's common stock based on the closing price of such common stock as reported on the NYSE on the date such compensation is credited to the EDIP Stock Fund (or the closing price for the immediately preceding business day, if such date is not a business day), which closing price is shown in Table II, Column 8.
6. The notional shares convert on a one-to-one basis.
7. The Reporting Person immediately vests in 100% of each voluntary contribution to the EDIP Stock Fund. The Reporting Person will vest in all contributions to the EDIP Stock Fund by the Issuer as follows: 100% upon the earlier of the Reporting Person's death, or upon retirement following at least 5 years of service with the Issuer and reaching the age of 55, or, if earlier, one-tenth per year of participation following five years of participation, in each case in accordance with the EDIP. Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in the Issuer's common stock.
Daniel B. Kim, as attorney-in-fact 02/26/2019
** 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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