Jonathan L. Schwarz - Feb 23, 2024 Form 4 Insider Report for Fortive Corp (FTV)

Signature
Daniel B. Kim, as attorney-in-fact
Stock symbol
FTV
Transactions as of
Feb 23, 2024
Transactions value $
-$763,796
Form type
4
Date filed
2/27/2024, 06:14 PM
Previous filing
Feb 22, 2024
Next filing
Mar 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FTV Common Stock Options Exercise $352K +11.3K +20.28% $31.07 67.1K Feb 23, 2024 Direct F1
transaction FTV Common Stock Tax liability -$526K -6.11K -9.1% $86.11 61K Feb 23, 2024 Direct F1
transaction FTV Common Stock Tax liability -$238K -2.77K -4.53% $86.11 58.2K Feb 23, 2024 Direct F2
transaction FTV Common Stock Award +1.75K +3% 60K Feb 26, 2024 Direct F3, F4
transaction FTV Common Stock Award +2.58K +4.31% 62.6K Feb 26, 2024 Direct F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FTV Employee Stock Option (Right to Buy) Options Exercise -$352K -11.3K -100% $31.07 0 Feb 23, 2024 Common Stock 11.3K $31.07 Direct F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Under the terms of the Fortive 2016 Stock Incentive Plan, on the last trading day on which all or a portion of an outstanding option may be exercised, if as of the close of trading on such day the then closing market price of a share of Common Stock exceeds the per share exercise price of such option by at least $.01 (an "Auto-Exercise Eligible Option"), the holder of such option will be deemed to have automatically exercised ("Auto Exercise") such Auto-Exercise Eligible Option as of the close of trading, with the Registrant reducing the number of shares of common stock issued to the holder of such option in an amount necessary to satisfy (1) the exercise price obligation for the Auto-Exercise Eligible Option, and (2) the tax withholding requirements arising upon the Auto Exercise, in each case based on the market price as of the close of trading on the date of Auto Exercise. This transaction is being reported to disclose the Auto Exercise of the corresponding options.
F2 This transaction relates to the aggregate withholding of shares for tax purposes in connection with the vesting and distribution of restricted stock units.
F3 On February 27, 2023, the Compensation Committee (the "Committee") awarded the Reporting Person RSUs with the opportunity to earn additional RSUs ("Additional RSUs") upon achievement of corresponding performance criteria. This transaction is being reported in connection with the determination by the Committee on February 26, 2024 that the performance criteria of the Additional RSUs have been achieved. The Additional RSUs remain subject to time-based vesting provisions.
F4 RSUs are payable in shares of common stock on a one-to-one basis.
F5 On February 24, 2021, the Committee awarded the Reporting Person Performance Stock Units ("PSUs") subject to achievement of corresponding performance criteria. This transaction is being reported in connection with the determination by the Committee on February 26, 2024 that the performance criteria of the PSUs have been achieved. The shares remain subject to a one-year holding period requirement.
F6 PSUs are payable in shares of common stock on a one-to-one basis.
F7 Prior to the separation of the Issuer from Danaher Corporation ("Danaher") on July 2, 2016 (the "Separation"), one-fifth of the stock options issued by Danaher on February 24, 2014 ("2014 Danaher Options") to the Reporting Person became exercisable on each of the first five anniversaries of the grant date. In connection with the Separation, the 2014 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 9,408 shares of the Issuer's common stock with identical vesting schedule. In addition, the total number of stock options and the exercise price reflect an anti-dilution adjustment applied as a result of the spin-off of Vontier Corporation from the Issuer on October 9, 2020.