SEC Form 4 · accession 0001401257-16-000135
FORUM ENERGY TECHNOLOGIES, INC. · FET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Lyle Williams Jr.
Officer — VP - Corp. Dev. & Treas.
Period of report
Feb 19, 2016
Accepted (ET)
Feb 22, 2016 · 6:05 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 | 1,338 | $0.00 | A | 44,930 | D | |
| Common StockF1 | Feb 19, 2016 | F | 437 | $9.39 | D | 44,493 | D | |
| Common StockF2 | Feb 19, 2016 | A | 13,490 | $0.00 | A | 57,983 | D | |
| Common StockF3 | Feb 20, 2016 | F | 437 | $9.39 | D | 57,546 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF4 | — | Feb 19, 2016 | M | 1,783 | D | — | Dec 31, 2015 | Common Stock | 1,338 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $9.39 | Feb 19, 2016 | A | 32,900 | A | — | Feb 19, 2026 | Common Stock | 32,900 | 32,900 | D |
| Performance SharesF6 | — | Feb 19, 2016 | A | 4,496 | A | — | Dec 31, 2017 | Common Stock | 4,496 | 4,496 | D |
| Performance SharesF7 | — | Feb 19, 2016 | A | 4,497 | A | — | Dec 31, 2018 | Common Stock | 4,497 | 4,497 | D |
| Performance SharesF8 | — | 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 the tax obligation related to the vesting of performance shares granted on February 20, 2015.
- 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 satisfy the tax obligation related to the vesting of a restricted stock unit award granted on February 20, 2015.
- 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 (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.
- F5These 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).
- 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. 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.
- 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. 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.
- 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 2019, based on achievement of performance measures over a three-year period, following certification of the performance results by the NG&C Committee.