SEC Form 4 · accession 0001401257-16-000133
FORUM ENERGY TECHNOLOGIES, INC. · FET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Dewayne Danford
Officer — SVP - Human Resources
Period of report
Feb 19, 2016
Accepted (ET)
Feb 22, 2016 · 6:03 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 | 392 | $0.00 | A | 72,818 | D | |
| Common Stock | Feb 19, 2016 | M | 1,695 | $0.00 | A | 74,513 | D | |
| Common StockF1 | Feb 19, 2016 | F | 682 | $9.39 | D | 73,831 | D | |
| Common StockF2 | Feb 19, 2016 | A | 13,490 | $0.00 | A | 87,321 | D | |
| Common StockF3 | Feb 20, 2016 | F | 553 | $9.39 | D | 86,768 | D | |
| Common StockF4 | Feb 21, 2016 | F | 760 | $9.39 | D | 86,008 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF5 | — | Feb 19, 2016 | M | 1,537 | D | — | Dec 31, 2015 | Common Stock | 0 | 0 | D |
| Performance SharesF6 | — | Feb 19, 2016 | M | 1,566 | D | — | Dec 31, 2015 | Common Stock | 392 | 0 | D |
| Performance SharesF7 | — | Feb 19, 2016 | M | 2,260 | D | — | Dec 31, 2015 | Common Stock | 1,695 | 0 | D |
| Employee Stock Option (Right to Buy)F8 | $9.39 | Feb 19, 2016 | A | 32,900 | A | — | Feb 19, 2026 | Common Stock | 32,900 | 32,900 | D |
| Performance SharesF9 | — | Feb 19, 2016 | A | 4,496 | A | — | Dec 31, 2017 | Common Stock | 4,496 | 4,496 | D |
| Performance SharesF10 | — | Feb 19, 2016 | A | 4,497 | A | — | Dec 31, 2018 | Common Stock | 4,497 | 4,497 | D |
| Performance SharesF11 | — | Feb 19, 2016 | A | 4,497 | A | — | Dec 31, 2019 | Common Stock | 4,497 | 4,497 | D |
Explanation of responses
- F1These shares were surrendered to satisfy tax obligations related to the vesting of performance shares granted on February 21, 2014 and February 20, 2015.
- 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 2018, based on achievement of performance measures over a two-year period, following certification of the performance results by the NG&C Committee.
- F11These 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.
- F2Represents 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.
- F3These shares were surrendered to the satisfy the tax obligation related to the vesting of a restricted stock unit award granted on February 20, 2015.
- F4These shares were surrendered to satisfy tax obligations related to the vesting of restricted stock unit awards granted on February 21, 2013 and February 21, 2014.
- 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 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.
- 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 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.
- F7These 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.
- F8These 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).
- 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 2017, based on achievement of performance measures over a one-year period, following certification of the performance results by the NG&C Committee.