Melissa Aquino Form 4 Veralto / Melissa Aquino ownership change

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^*

Aquino Melissa

(Last) (First) (Middle)

C/O VERALTO CORPORATION

225 WYMAN ST., SUITE 250

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Veralto Corp [ VLTO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Water Quality

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)		28,841(2)	A	(1)	29,388(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	$83.23	09/30/2023		A(1)		21,108		(4)	02/24/2033	Common stock	21,108	(1)	21,108	D
Employee stock option (right to buy)	$83.23	09/30/2023		A(1)		56,829		(5)	02/24/2033	Common stock	56,829	(1)	56,829	D
Veralto Exec Deferred Incentive Program - Veralto Stock Fund(6)	$0.00(7)	09/30/2023		A(1)		2		(8)	(8)	Common stock	2	(1)	2	D
Veralto Deferred Compensation Program - Veralto Stock Fund(9)	$0.00(7)	09/30/2023		A(1)		663		(8)	(8)	Common stock	663	(1)	663	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 restricted stock units ("RSUs") issued by Danaher and converted into RSUs of Veralto which remain unvested as of the Spin-off, including (i) 7,813 RSUs vesting in four equal annual installments beginning on February 24, 2024 and (ii) 21,028 RSUs vesting as follows: 50% on February 24, 2024 and the remaining 50% in two equal annual installments beginning on February 24, 2025.

3. Includes shares received in the Spin-off with respect to shares of Danaher common stock held prior to the Spin-off.

4. Represents stock options that vest in three equal annual installments beginning on February 24, 2024, subject to continued employment.

5. Represents stock options that vest as follows: 50% on February 24, 2024 and the remaining 50% in two equal annual installments beginning on February 24, 2025, subject to continued employment.

6. Represents phantom shares in Veralto's stock fund (the "EDIP Stock Fund") under the Veralto Corporation Executive Deferred Incentive Program (the "EDIP"). Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in Veralto common stock.

7. The notional shares convert on a one-for-one basis.

8. The vesting terms and manner and form of distribution of amounts contributed or deferred under the program are based upon the provisions of the respective plan, which provisions are summarized in the Registration Statement on Form 10 filed by Veralto with the Securities and Exchange Commission.

9. Represents phantom shares in Veralto's stock fund (the "DCP Stock Fund") under the Veralto Corporation Deferred Compensation Program (the "DCP"). Upon termination of employment, the vested portion of the DCP Stock Fund is settled in Veralto common stock.

Remarks:

	/s/ James Tanaka, as attorney-in-fact	10/03/2023
	** Signature of Reporting Person	Date
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