Sec Form 13D Filing - RALES MITCHELL P filing for Fortive Corp (FTV) - 2020-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Fortive Corporation

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

34959J108

(CUSIP Number)

Scott Brannan

11790 Glen Road

Potomac, MD 20854

(301) 299-2225

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 4, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Introductory Statement

This Amendment No. 1 (this “Amendment”) to the Statement on Schedule 13D (the “Statement”) relates to the common stock, par value $0.01 per share, of Fortive Corporation, a Delaware corporation (the “Issuer”). This Amendment amends and supplements the Statement originally filed on July 6, 2016 with the Securities and Exchange Commission (the “Commission”) by Mitchell P. Rales (the “Reporting Person”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the initial Statement. The purpose of this Amendment is to amend and supplement the information contained in Item 5 of the Statement.

(a) Aggregate Number and Percentage of Securities. As of the date hereof, the Reporting Person is the beneficial owner of 11,443,870 Shares, representing approximately 3.4% of the approximately 336,856,117 Shares outstanding, as disclosed in the Issuer’s Form 10-Q filed on April 30, 2020. The Reporting Person’s ownership consists of (i) 11,000,000 Shares owned by limited liability companies (MPRDHR LLC, MPRDHR II LLC, MPRDHR III LLC, MPRDHR IV LLC, MPRDHR V LLC and MPRDHR VI LLC) of which the Reporting Person is the sole member, (ii) 428,040 Shares owned by an IRA for the benefit of the Reporting Person, (iii) 4,340 vested options to purchase Shares, and (iv) 11,490 restricted shares, representing a contingent right to acquire 11,490 Shares. The Reporting Person disclaims beneficial ownership of all Shares that are owned directly or indirectly by his spouse and by Steven M. Rales, his brother.

All of the Shares held by the limited liability companies of which the Reporting Person is the sole member are pledged to secure lines of credit with certain financial institutions and each of such limited liability companies is in compliance with these lines of credit.

(b) Power to Vote and Dispose. The Reporting Person has the sole voting and dispositive power over the Shares identified in response 5(a) above.

(c) Transactions within the Past 60 Days. During the 60-day period immediately preceding the filing date of this Statement, the Reporting Person engaged in the following transactions in Shares for estate planning purposes: On May 4, 2020, the Reporting Person (1) made a private gift of 1,000,000 Shares to a charitable foundation, (2) sold 4,727,321 Shares directly held by the Reporting Person in a block trade at a price of $58.06 per share, and (3) sold 514,101 Shares held by the Mitchell P. Rales Family Trust, of which the Reporting Person is trustee, in a block trade at a price of $58.06 per share. In addition, on May 4, 2020, two trusts for the benefit of the Reporting Person’s children sold 1,171 Shares each at a price of $60.38 per share.

(d) Certain Rights of Other Persons. Not applicable.

(e) Date Ceased to be a 5% Owner. As of May 4, 2020, the Reporting Person is no longer the beneficial owner of more than five percent of the Issuer’s Shares.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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