Veralto SC 13G / RALES STEVEN M ownership change

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2.

Under the Securities Exchange Act of 1934

(Amendment No. )*

Veralto Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

92338C103

(CUSIP Number)

September 30, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO.

92338C103

13G

1	NAMES OF REPORTING PERSONS

	Steven M. Rales

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a)	☐
			(b)	☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		14,562,780

	6	SHARED VOTING POWER
		-0-

	7	SOLE DISPOSITIVE POWER
		14,562,780

	8	SHARED DISPOSITIVE POWER
		-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,562,780

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.9%(1)

12	TYPE OF REPORTING PERSON*
	IN

The percentage reported in this Schedule 13G is based on 246,291,342 shares of Common Stock distributed in the spin-off transaction of the Issuer from Danaher Corporation on September 30, 2023, representing all of the issued and outstanding shares of the Issuer, as reported in the Form 4 filed by Danaher Corporation with the SEC on October 2, 2023.

Item 1 (a)	Name of Issuer:

	The name of the issuer is Veralto Corporation, a Delaware corporation (the “Issuer”).

(b)	Address of Issuer's Principal Executive Offices:

	The principal executive office of the Issuer is 225 Wyman St., Suite 250, Waltham, Massachusetts, 02451.

Item 2(a)	Name of Person Filing:

	This Schedule is being filed by Steven M. Rales (the “Reporting Person”).

(b)	Address of Principal Business Office or, if none, Residence:

	The principal business address of the Reporting Person is 2200 Pennsylvania Avenue, NW, Suite 800W, Washington, DC 20037.

(c)	Citizenship:

	The Reporting Person is a citizen of the United States of America.

(d)	Title of Class of Securities:

	The Schedule 13G relates to the common stock of the Issuer, par value $0.01 per share (the “Shares”).

(e)	CUSIP Number:

	92338C103

Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

	Not Applicable

Item 4	Ownership:

	As of the date hereof, the Reporting Person is the beneficial owner of 14,562,780 Shares. The Reporting Person’s ownership consists of (i) 10,333,332 Shares owned by limited liability companies of which the Reporting Person is trustee of the sole member, (ii) 6,613 Shares attributable to the Reporting Person’s 401(k) account as of September 30, 2023, (iii) 1,451,936 Shares held through a revocable trust of which the Reporting Person is trustee, (iv) 561,456 Shares held through a family trust and (v) 2,209,443 Shares owned by a charitable foundation of which the Reporting Person is the sole director. The Reporting Person disclaims beneficial ownership of the Shares held by the charitable foundation.

(a)	Amount beneficially owned: 14,562,780

(b)	Percent of class: 5.9%

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or direct the vote: 14,562,780

	(ii)	Shared power to vote or direct the vote: -0-

	(iii)	Sole power to dispose or direct the disposition: 14,562,780

	(iv)	Shared power to dispose or direct the disposition: -0-

Item 5	Ownership of Five Percent or Less of a Class:

	Not Applicable

Item 6	Ownership of More Than Five Percent on Behalf of Another Person:

	Not applicable

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

	Not applicable.

Item 8	Identification and Classification of Members of the Group:

	Not applicable.

Item 9	Notice of Dissolution of Group:

	Not applicable.

Item 10	Certification:

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 10, 2023



	By:	/s/ Steven M. Rales
		Name: Steven M. Rales

Veralto (VLTO) SC 13GVeralto / RALES STEVEN M ownership change