SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Trivedi Surekha

(Last)

(First)

(Middle)

C/O VERALTO CORPORATION

225 WYMAN ST., SUITE 250

(Street)

WALTHAM

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, Strategy & Sustainability

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2023		A⁽¹⁾		12,976⁽²⁾	A	⁽¹⁾	12,976	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee stock option (right to buy)	$33.19	09/30/2023		A⁽¹⁾		7,399		⁽³⁾	02/24/2028	Common stock	7,399	⁽¹⁾	7,399	D
Employee stock option (right to buy)	$37.92	09/30/2023		A⁽¹⁾		9,907		⁽⁴⁾	02/24/2029	Common stock	9,907	⁽¹⁾	9,907	D
Employee stock option (right to buy)	$47.78	09/30/2023		A⁽¹⁾		26,520		⁽³⁾	11/15/2029	Common stock	26,520	⁽¹⁾	26,520	D
Employee stock option (right to buy)	$52.4	09/30/2023		A⁽¹⁾		7,722		⁽⁵⁾	02/24/2030	Common stock	7,722	⁽¹⁾	7,722	D
Employee stock option (right to buy)	$54.74	09/30/2023		A⁽¹⁾		5,537		⁽⁶⁾	05/15/2030	Common stock	5,537	⁽¹⁾	5,537	D
Employee stock option (right to buy)	$74.51	09/30/2023		A⁽¹⁾		19,755		⁽⁷⁾	02/24/2031	Common stock	19,755	⁽¹⁾	19,755	D
Employee stock option (right to buy)	$74.51	09/30/2023		A⁽¹⁾		7,902		⁽⁷⁾	02/24/2031	Common stock	7,902	⁽¹⁾	7,902	D
Employee stock option (right to buy)	$90.73	09/30/2023		A⁽¹⁾		6,300		⁽⁸⁾	02/24/2032	Common stock	6,300	⁽¹⁾	6,300	D
Employee stock option (right to buy)	$83.23	09/30/2023		A⁽¹⁾		9,743		⁽⁹⁾	02/24/2033	Common stock	9,743	⁽¹⁾	9,743	D
Veralto Excess Contribution Program - Veralto Stock Fund⁽¹⁰⁾	$0.00⁽¹¹⁾	09/30/2023		A⁽¹⁾		1,191		⁽¹²⁾	⁽¹²⁾	Common stock	1,191	⁽¹⁾	1,190	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) 3,069 RSUs vesting in five equal annual installments beginning on February 24, 2020, (ii) 2,395 RSUs vesting in five equal annual installments beginning on February 24, 2021, (iii) 1,991 RSUs vesting in five equal annual installments beginning on May 15, 2021, (iv) 2,545 RSUs vesting in five equal annual installments beginning on February 24, 2022, (v) 6,361 RSUs vesting in five equal annual installments beginning on February 24, 2022, (vi) 2,207 RSUs vesting in four equal annual installments beginning on February 24, 2023, and (vii) 3,607 RSUs vesting in four equal annual installments beginning on February 24, 2024.

3. Represent stock options that are fully vested.

4. Represents stock options that vest in five equal annual installments beginning on February 24, 2020, subject to continued employment.

5. Represents stock options that vest in five equal annual installments beginning on February 24, 2021, subject to continued employment.

6. Represents stock options that vest in five equal annual installments beginning on May 15, 2021, subject to continued employment.

7. Represents stock options that vest in five equal annual installments beginning on February 24, 2022, subject to continued employment.

8. Represents stock options that vest in four equal annual installments beginning on February 24, 2023, subject to continued employment.

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

10. Represents phantom shares in Veralto's stock fund (the "ECP Stock Fund") under the Veralto Corporation Excess Contribution Program (the "ECP"). Upon termination of employment, the vested portion of the ECP Stock Fund is settled in Veralto common stock.

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

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

Remarks:

	/s/ James Tanaka, as attorney-in-fact	10/03/2023
	** 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).
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