UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: During the fiscal quarter ended October 1, 2021, we acquired the following shares in settlement of the withholding obligations pertaining to vesting of our Performance Stock Awards:
+Added: On February 17, 2022, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to 20 million shares of the Company's outstanding common stock from time to time on the open market or in privately negotiated transactions.
+Added: There is no expiration date for the repurchase program, and the timing and amount of repurchases under the program are determined by the Company's management based on market conditions and other factors.
+Added: The repurchase program may be suspended or discontinued at any time by the Board of Directors.
+Added: During the quarter ended April 1, 2022, the Company purchased 1,000,000 shares of its common stock at an average price of $63.74 per share, with 19 million shares remaining authorized under the share repurchase program at the end of the quarter ended April 1, 2022.
+Added: In addition, in connection with the vesting of Restricted Stock Awards ("RSAs") of the Company granted to certain employees and in accordance with the terms of the Company's 2016 Stock Incentive Plan, the Company withheld 14,033 shares of its common stock under the RSAs based on the closing price of $62.56 per share to offset tax withholding that arose upon vesting of such RSAs.
+Added: There were no RSAs that remained outstanding at the end of the quarter ended April 1, 2022.
+Added: The following table provides details about our share repurchases during the fiscal quarter ended April 1, 2022.
Period Total number
12 unchanged sentences
plans or programs
−Removed: July 3 - July 31 6,352 $ 70.72 N/A N/A
−Removed: August 1 - August 31 — — N/A N/A
−Removed: September 1 - October 1 — — N/A N/A
−Removed: Total 6,352 $ 70.72 N/A N/A
−Removed: (1) In connection with the vesting of Restricted Stock Awards (“RSAs”) of the Company granted to James A.
−Removed: Lico on July 5, 2016 and in accordance with the terms of the Company’s 2016 Stock Incentive Plan, the Company withheld 6,352 shares of the Company’s common stock based on the corresponding closing price to offset tax withholding obligations that arose upon vesting of the RSAs.
+Added: Jan 1 - Jan 31 — $ — N/A N/A
+Added: Feb 1 - Feb 28 1,014,033 63.62 1,000,000 19,000,000
+Added: Mar 1 - Apr 1 — — N/A N/A
+Added: Total 1,014,033 $ 63.62 1,000,000 19,000,000
+Added: (1) The total number of shares of common stock purchased during the quarter ended April 1, 2022 includes (i) 1,000,000 shares purchased at an average price of $63.74 per share in February 2022 and (iii) 14,033 shares of common stock under the RSAs based on the closing price of $62.56 per share in February 2022 to offset tax withholding obligations that arose upon vesting of the RSAs.
Number Description
−Removed: 3.1 Restated Certificate of Incorporation of Fortive Corporation (incorporated by reference to Exhibit 3.
−Removed: 1 to Fortive Corporation’s Quarterly Report on Form 10 - Q for the quarter ended July 2, 2021 , File No 1-37654).
−Removed: 3.2 Amended and Restated Bylaws of Fortive Corporation (incorporated by reference to Exhibit 3.2 to Fortive Corporation’s Current Report on Form 8-K filed on June 11, 2021, File No 1-37654).
−Removed: 3.3 Certificate of Elimination relating to 5.00% Mandatory Convertible Preferred Stock, Series A (incorporated by reference to Exhibit 3.1 to Fortive Corporation's Current Report on Form 8-K filed on July 6, 2021, File No 1-37654)
−Removed: 10.1 Description of Compensation Arrangements for Non-Management Directors*
+Added: 3.1 Restated Certificate of Incorporation of Fortive Corporation (incorporated by reference to Exhibit 3.1 to Fortive Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2021, File No 1-37654).
+Added: 3.2 Amended and Restated Bylaws of Fortive Corporation (incorporated by reference to Exhibit 3.2 to Fortive Corporation’s Report on Form 10 -K f or the fisca l year ended December 3 1, 2021, File No 1-37654).
+Added: 10.1 Form of Fortive Corporation Performance Stock Unit Agreement*
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
8 unchanged sentences
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (1)
−Removed: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended October 1, 2021, formatted in Inline XBRL and contained in Exhibit 101
+Added: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended April 1, 2022, formatted in Inline XBRL and contained in Exhibit 101
*Indicates management contract or compensatory plan, contract or arrangement
(1) Exhibit 101 to this report includes the following documents formatted in Inline XBRL (Extensible Business Reporting Language):
−Removed: (i) Consolidated Condensed Balance Sheets as of October 1, 2021 and December 31, 2020, (ii) Consolidated Condensed Statements of Earnings for the three and nine month periods ended October 1, 2021 and September 25, 2020, (iii) Consolidated Condensed Statements of Comprehensive Income for the three and nine month periods ended October 1, 2021 and September 25, 2020, (iv) Consolidated Condensed Statement of Changes in Equity for the three and nine month periods ended October 1, 2021 and September 25, 2020, (v) Consolidated Condensed Statements of Cash Flows for the nine month periods ended October 1, 2021 and September 25, 2020, and (vi) Notes to Consolidated Condensed Financial Statements.
+Added: (i) Consolidated Condensed Balance Sheets as of April 1, 2022 and December 31, 2021, (ii) Consolidated Condensed Statements of Earnings for the three month periods ended April 1, 2022 and April 2, 2021, (iii) Consolidated Condensed Statements of Comprehensive Income for the three month periods ended April 1, 2022 and April 2, 2021, (iv) Consolidated Condensed Statement of Changes in Equity for the three month periods ended April 1, 2022 and April 2, 2021, (v) Consolidated Condensed Statements of Cash Flows for the three month periods ended April 1, 2022 and April 2, 2021, and (vi) Notes to Consolidated Condensed Financial Statements.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FORTIVE CORPORATION:
−Removed: October 28, 2021 By:
+Added: April 28, 2022 By:
/s/ Charles E.
Senior Vice President and Chief Financial Officer
−Removed: October 28, 2021 By:
+Added: April 28, 2022 By:
/s/ Christopher M.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.