SEC Form 4 · accession 0001401257-16-000129

FORUM ENERGY TECHNOLOGIES, INC. · FET

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

C Christopher Gaut

Officer — President, CEO & COB · Director

Period of report

Feb 19, 2016

Accepted (ET)

Feb 22, 2016 · 5:58 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, 2016	M	3,478	$0.00	A	502,071	D
Common Stock	Feb 19, 2016	M	15,055	$0.00	A	517,126	D
Common Stock^F1	Feb 19, 2016	A	119,810	$0.00	A	636,936	D
Common Stock^F2	holding	—	—		—	338,092	I	See Footnote
Common Stock^F3	holding	—	—		—	338,092	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Shares^F4	—	Feb 19, 2016	M	13,650	D	—	Dec 31, 2015	Common Stock	0	0	D
Performance Shares^F5	—	Feb 19, 2016	M	13,910	D	—	Dec 31, 2015	Common Stock	3,478	0	D
Performance Shares^F6	—	Feb 19, 2016	M	20,073	D	—	Dec 31, 2015	Common Stock	15,055	0	D
Employee Stock Option (Right to Buy)^F7	$9.39	Feb 19, 2016	A	292,210	A	—	Feb 19, 2026	Common Stock	292,210	292,210	D
Performance Shares^F8	—	Feb 19, 2016	A	39,936	A	—	Dec 31, 2017	Common Stock	39,936	39,936	D
Performance Shares^F9	—	Feb 19, 2016	A	39,937	A	—	Dec 31, 2018	Common Stock	39,937	39,937	D
Performance Shares^F10	—	Feb 19, 2016	A	39,937	A	—	Dec 31, 2019	Common Stock	39,937	39,937	D

Explanation of responses

F1Represents an award of restricted stock under the Forum Energy Technologies, Inc. 2010 Stock Incentive Plan (the "Plan"). Each share of restricted stock, par value $0.01 per share, is subject to transferability and other restrictions that lapse upon vesting of the restricted stock. The restricted shares vest according to the following schedule: 1/4 vest on each of the first, second, third and fourth anniversaries of the date of grant (2/19/2016). The restricted stock will be forfeited upon a termination of employment prior to vesting, except in limited circumstances. The restricted stock agreement also includes dividend and voting rights.
F10These performance shares represent a contingent right to receive Common Stock, based on the Company's total 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 2019, based on achievement of performance measures over a three-year period, following certification of the performance results by the NG&C Committee.
F2These securities are held in trust for the benefit of the reporting person. The reporting person is the trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F3These securities are held in trust for the benefit of the reporting person's spouse. The reporting person's spouse is the trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F4These performance shares represent a contingent right to receive Common Stock, based on the Company's total 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 total shareholder return versus the relevant peer group over the three-year period commencing on January 1, 2013 and ending on December 31, 2015, each performance share represents the right to receive 0 shares of Common Stock.
F5These performance shares represent a contingent right to receive Common Stock, based on the Company's total shareholder return versus that of the Company's peer group. As determined by the NG&C Committee and given the Company's total shareholder return versus the relevant peer group over the two-year period commencing on January 1, 2014 and ending on December 31, 2015, each performance share represents the right to receive 0.25 shares of Common Stock.
F6These performance shares represent a contingent right to receive Common Stock, based on the Company's total shareholder return versus that of the Company's peer group. As determined by the NG&C Committee and given the Company's total shareholder return versus the relevant peer group over the one-year period commencing on January 1, 2015 and ending on December 31, 2015, each performance share represents the right to receive 0.75 shares of Common Stock.
F7These 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 (2/19/2016).
F8These performance shares represent a contingent right to receive Common Stock, based on the Company's total 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 one-year period, following certification of the performance results by the NG&C Committee.
F9These performance shares represent a contingent right to receive Common Stock, based on the Company's total 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 two-year period, following certification of the performance results by the NG&C Committee.