SEC Form 4
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)
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2. Issuer Name and Ticker or Trading Symbol
Vontier Corp [ VNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/09/2020 | ||||||||||||||||||||||||||
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, par value $0.0001 | 10/09/2020 | A | 17,620(1) | A | $0(1) | 17,620 | 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 | $23.45 | 10/09/2020 | A | 21,265 | (2) | 02/23/2027 | Common Stock, par value $0.0001 | 21,265 | $0 | 21,265 | D | ||||
Employee Stock Option | $31.41 | 10/09/2020 | A | 7,470 | (3) | 02/22/2028 | Common Stock, par value $0.0001 | 7,470 | $0 | 7,470 | D | ||||
Employee Stock Option | $33.42 | 10/09/2020 | A | 7,117 | (4) | 02/25/2029 | Common Stock, par value $0.0001 | 7,117 | $0 | 7,117 | D | ||||
Employee Stock Option | $31.45 | 10/09/2020 | A | 19,238 | (5) | 02/20/2030 | Common Stock, par value $0.0001 | 19,238 | $0 | 19,238 | D | ||||
Employee Stock Option | $30.14 | 10/09/2020 | A | 20,630 | (6) | 08/15/2030 | Common Stock, par value $0.0001 | 20,630 | $0 | 20,630 | D | ||||
Executive Deferred Incentive Program - Vontier Stock Fund | (7) | 10/09/2020 | A | 237 | (8) | (8) | Common Stock, par value $0.0001 | 237 | $0(8) | 237 | D |
Explanation of Responses: |
1. In connection with the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), Restricted Stock Units ("RSUs") issued by Fortive on February 23, 2017, February 22, 2018, February 25, 2019, February 20, 2020 and August 15, 2020 that remain unvested as of Separation and were converted into 1,085, 1,480, 1,895, 6,348 and 6,812 Issuer RSUs, respectively, that vest in two equal annual installments beginning on February 23, 2021, in three equal annual installments beginning on February 22, 2021, in four equal annual installments beginning on February 25, 2021, in five equal annual installments beginning on February 20, 2021 and in five equal annual installments beginning on August 15, 2021, respectively, subject to continued employment. |
2. Prior to the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), fully-vested stock options granted to the Reporting Person on February 23, 2017 that remained unvested as of October 9, 2020 were converted into fully-vested stock options to purchase 13,086 shares of the Issuer's common stock. Additionally, three-fifths of a stock options grant issued by Fortive on February 23, 2017 ("2017 Fortive Options") to the Reporting Person were fully vested and converted into fully-vested stock options to purchase 4,905 shares of the Issuer's common stock. The remaining 2017 Fortive options that unvested as of the Separation options vest in two equal annual installments beginning on February 23, 2021, subject to continued employment. |
3. Prior to the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), two-fifths of the stock options issued by Fortive on February 22, 2018 ("2018 Fortive Options") to the Reporting Person were fully vested and converted into fully-vested stock options to purchase 2,988 shares of the Issuer's common stock. The remaining 2018 Fortive options that unvested as of the Separation options vest in three equal annual installments beginning on February 22, 2021, subject to continued employment. |
4. Prior to the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), one-fifths of the stock options issued by Fortive on February 25, 2019 ("2019 Fortive Options") to the Reporting Person were fully vested and converted into fully-vested stock options to purchase 1,435 shares of the Issuer's common stock. The remaining 2019 Fortive options that unvested as of the Separation options vest in four equal annual installments beginning on February 25, 2021, subject to continued employment. |
5. In connection with the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), stock options issued by Fortive on February 20, 2020 to the Reporting Person that remained unvested as of the Separation were converted into stock options vesting in five equal annual installments beginning on February 20, 2021, subject to continued employment. |
6. In connection with the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), stock options issued by Fortive on August 15, 2020 to the Reporting Person that remained unvested as of the Separation were converted into stock options vesting in five equal annual installments beginning on August 15, 2021, subject to continued employment. |
7. The notional shares convert on a one-to-one basis. |
8. In connection with the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020, the reported securities are notional dividend accruals on phantom shares in Issuer's stock fund (the "EDIP Stock Fund") under Issuer's Executive Deferred Incentive Program (the "EDIP") that had accrued under Fortive's EDIP Stock Fund and were converted to the Issuer's EDIP Stock Fund. The Reporting Person immediately vests in 100% of each voluntary contribution to the EDIP Stock Fund. The Reporting Person vests in all contributions to the EDIP Stock Fund: 100% upon the earlier of the Reporting Person's death, or upon retirement after 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 accordance with the EDIP. Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in Issuer common stock. |
Remarks: |
/s/ Courtney S. Kamlet, as attorney-in-fact | 10/14/2020 | |
** 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. |