| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Envista Holdings Corp [ NVST ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/18/2019 | ||||||||||||||||||||||||||
| 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 | 12/18/2019 | A | 393,828(1) | A | $0.00 | 474,283(2) | 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)(3) | $12.62 | 12/18/2019 | A | 36,701 | (4) | 02/24/2025 | Common Stock | 36,701 | $0.00 | 36,701 | D | ||||
| Employee Stock Option (Right to Buy)(3) | $12.65 | 12/18/2019 | A | 101,636 | (5) | 02/24/2026 | Common Stock | 101,636 | $0.00 | 101,636 | D | ||||
| Employee Stock Option (Right to Buy)(3) | $15.27 | 12/18/2019 | A | 200,904 | (6) | 11/15/2026 | Common Stock | 200,904 | $0.00 | 200,904 | D | ||||
| Employee Stock Option (Right to Buy)(3) | $16.51 | 12/18/2019 | A | 155,778 | (7) | 02/24/2027 | Common Stock | 155,778 | $0.00 | 155,778 | D | ||||
| Employee Stock Option (Right to Buy)(3) | $19.04 | 12/18/2019 | A | 112,790 | (8) | 02/24/2028 | Common Stock | 112,790 | $0.00 | 112,790 | D | ||||
| Employee Stock Option (Right to Buy)(3) | $19.04 | 12/18/2019 | A | 161,151 | (9) | 02/24/2028 | Common Stock | 161,151 | $0.00 | 161,151 | D | ||||
| Employee Stock Option (Right to Buy)(3) | $19.02 | 12/18/2019 | A | 238,936 | (10) | 07/15/2028 | Common Stock | 238,936 | $0.00 | 238,936 | D | ||||
| Employee Stock Option (Right to Buy)(3) | $21.76 | 12/18/2019 | A | 107,260 | (11) | 02/24/2029 | Common Stock | 107,260 | $0.00 | 107,260 | D | ||||
| Explanation of Responses: |
| 1. These are restricted stock units ("RSUs") that include (i) awards that were originally granted by Danaher Corporation ("Danaher") in the form of performance-based restricted stock units relating to shares of Danaher common stock and, in connection with Issuer's separation from Danaher on December 18, 2019 (the "Separation") and pursuant to the terms of the Employee Matters Agreement, dated as of September 19, 2019, by and between Danaher and Issuer (the "Employee Matters Agreement"), were adjusted into time-based RSUs relating to shares of Issuer common stock and (ii) RSUs that were originally granted by Danaher and, pursuant to the terms of the Employee Matters Agreement, were adjusted into RSUs relating to shares of Issuer common stock in connection with the Separation. |
| 2. Includes 70,455 RSUs that were previously reported in Table II. |
| 3. These Options were originally granted by Danaher and, pursuant to the terms of the Employee Matters Agreement, were adjusted into Options relating to shares of Issuer common stock in connection with the Separation. |
| 4. This Option will vest as to 36,701 shares of Issuer common stock on February 24, 2020, subject to continued service through such date. The remainder of the Option is fully vested. |
| 5. This Option will vest as to 50,818 shares of Issuer common stock on each of February 24, 2020 and February 24, 2021, subject to continued service through each such date. The remainder of the Option is fully vested. |
| 6. This Option will vest as to 66,968 shares of Issuer common stock on each of November 15, 2020 and November 15, 2021, subject to continued service through each such date. The remainder of the Option is fully vested. |
| 7. This Option will vest as to 51,926 shares of Issuer common stock on each of February 24, 2020, February 24, 2021 and February 24, 2022, subject to continued service through each such date. |
| 8. This Option will vest as to 37,596 shares of Issuer common stock on each of February 24, 2021 and February 24, 2022 and as to 37,598 shares of Issuer common stock on February 24, 2023, subject to continued service through each such date. |
| 9. This Option will vest as to 53,717 shares of Issuer common stock on each of February 21, 2021, February 24, 2022 and February 24, 2023, subject to continued service through each such date. |
| 10. This Option will vest as to 79,645 shares of Issuer common stock on each of July 15, 2021 and July 15, 2022 and as to 79,646 shares of Issuer common stock on July 15, 2023, subject to continued service through each such date. |
| 11. This Option will vest as to 35,753 shares of Issuer common stock on each of February 24, 2022 and February 24, 2023 and as to 35,754 shares of Issuer common stock on February 24, 2024, subject to continued service through each such date. |
| Remarks: |
| /s/ Heather Turner, Attorney-in-Fact | 12/20/2019 | |
| ** 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). | ||
| 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. | ||
