SEC Form 4 · accession 0001401257-15-000048
FORUM ENERGY TECHNOLOGIES, INC. · FET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Whelan Harris
Officer — EVP & CFO
Period of report
Feb 19, 2015
Accepted (ET)
Feb 23, 2015 · 2:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001401257
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 19, 2015 | M | 1,855 | $0.00 | A | 213,846 | D | |
| Common StockF1 | Feb 20, 2015 | A | 16,060 | $0.00 | A | 229,906 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF2 | — | Feb 19, 2015 | M | 3,413 | D | — | Dec 31, 2014 | Common Stock | 0 | 0 | D |
| Performance SharesF3 | — | Feb 19, 2015 | M | 3,709 | D | — | Dec 31, 2014 | Common Stock | 1,855 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $18.68 | Feb 20, 2015 | A | 45,520 | A | — | Feb 20, 2025 | Common Stock | 45,520 | 45,520 | D |
| Performance SharesF5 | — | Feb 20, 2015 | A | 5,353 | A | — | — | Common Stock | 5,353 | 5,353 | D |
| Performance SharesF6 | — | Feb 20, 2015 | A | 5,353 | A | — | — | Common Stock | 5,353 | 5,353 | D |
| Performance SharesF7 | — | Feb 20, 2015 | A | 5,354 | A | — | — | Common Stock | 5,354 | 5,354 | D |
Explanation of responses
- F1These restricted stock units (the "Units") are granted pursuant to the Forum Energy Technologies, Inc. 2010 Stock Incentive Plan (the "Plan"). Each Unit represents a contingent right to receive one share of Forum Energy Technologies, Inc. (the "Company") common stock, par value $0.01 per share ("Common Stock"), upon the vesting of the Units. The Units vest according to the following schedule: 1/4 vest on each of the first, second, third and fourth anniversaries of the date of grant (2/20/2015), subject to accelerated vesting of the entire award upon a Change in Control (as defined in the Plan). The Units also include dividend equivalent rights that entitle the reporting person to the same dividends that would be payable were the shares of Common Stock underlying the Units actually outstanding at the time such dividends were issued. The credited dividends will be paid concurrently with the issuance of the shares of Common Stock to the reporting person.
- F2These performance shares represent a contingent right to receive Common Stock, based on the Company's relative shareholder return versus that of the Company's peer group. As determined by the Company's Nominating, Governance & Compensation Committee ("NG&C Committee") and given the Company's relative shareholder return versus the relevant peer group over the two-year period commencing on January 1, 2013 and ending on December 31, 2014, each performance share represents the right to receive 0 shares of Common Stock.
- F3These performance shares represent a contingent right to receive Common Stock, based on the Company's relative shareholder return versus that of the Company's peer group. As determined by the NG&C Committee and given the Company's relative shareholder return versus the relevant peer group over the one-year period commencing on January 1, 2014 and ending on December 31, 2014, each performance share represents the right to receive 0.5 shares of Common Stock.
- F4These options are exercisable in accordance with the following schedule: 1/4 of the options become exercisable on each of the first, second, third and fourth anniversaries of the date of grant (2/20/2015).
- F5These performance shares represent a contingent right to receive Common Stock, based on the Company's relative shareholder return versus that of the Company's peer group. Each performance share will settle for between 0 and 2 shares of Common Stock in the first quarter of 2016, based on achievement of performance measures over a one-year period, following certification by the NG&C Committee of the performance results.
- F6These performance shares represent a contingent right to receive Common Stock, based on the Company's relative shareholder return versus that of the Company's peer group. Each performance share will settle for between 0 and 2 shares of Common Stock in the first quarter of 2017, based on achievement of performance measures over a two-year period, following certification by the NG&C Committee of the performance results.
- F7These performance shares represent a contingent right to receive Common Stock, based on the Company's relative shareholder return versus that of the Company's peer group. Each performance share will settle for between 0 and 2 shares of Common Stock in the first quarter of 2018, based on achievement of performance measures over a three-year period, following certification by the NG&C Committee of the performance results.