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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Veralto Corp [ VLTO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 09/30/2023 | A(1) | 101,975(2) | A | (1) | 103,150(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) | |||||||||||||||
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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 | ||||||||
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 | 10/02/2023 | 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. 77,342 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. The exact number of such shares that relate to previously granted performance share units is estimated for purposes of this Form 4; however the final performance metrics have not yet been finally calculated and could result in a change of the number of shares. If the number of shares changes, an amended form 4 will be filed by the Reporting Person. |
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: |
/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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |