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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 18.25 | 05/25/2024 | A | 696,210 | (3) | 05/25/2034 | Common Stock | 696,210 | $ 0 | 696,210 | D | ||||
| Employee Stock Option (Right to Buy) | $ 18.25 | 05/25/2024 | A | 164,560 | (4) | 05/25/2034 | Common Stock | 164,560 | $ 0 | 164,560 | D | ||||
| Performance Share Unit | $ 0 (5) | 05/25/2024 | A | 205,265 | (5) | (5) | Common Stock | 205,265 | $ 0 | 205,265 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Keel Paul A C/O ENVISTA HOLDINGS CORPORATION 200 S. KRAEMER BLVD., BLDG. E BREA, CA 92821 |
X | Chief Executive Officer | ||
| /s/ Heather Turner, By POA from Paul A. Keel | 05/29/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Consists of Restricted Stock Units ("RSUs") that will vest ratably on each anniversary of the date of grant over three years, subject to continued service through each such date. Each RSU will convert on a 1-for-1 basis, in shares of the Issuer's common stock. |
| (2) | Consists of RSUs that will vest as to 100,456 shares of Issuer common stock on November 1, 2024, and as to 100,457 shares of Issuers common stock on each of November 1, 2025 and 2026, subject to continued service through each such date. Each RSU will convert on a 1-for-1 basis, in shares of the Issuer's common stock |
| (3) | This Option will vest as to 232,070 shares of Issuer common stock on each of November 1, 2024, 2025 and 2026, subject to continued service through each such date. |
| (4) | This Option will vest ratably on each anniversary of the date of grant over three years, subject to continued service through each such date. |
| (5) | Consists of Performance Share Units that will vest, if at all, based on certification of achievement of identified performance measures over a three-year performance period ending on December 31, 2026. The amount reported represents the amount of shares payable at target performance; the Reporting Person could earn 0%-200% of the amount reported depending on the level of performance achieved. |