SEC Form 4 · accession 0001401257-17-000029
FORUM ENERGY TECHNOLOGIES, INC. · FET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James L McCulloch
Officer — EVP, Gen Counsel and Secretary
Period of report
Feb 16, 2017
Accepted (ET)
Feb 21, 2017 · 6:50 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 16, 2017 | M | 15,380 | $0.00 | A | 338,501 | D | |
| Common Stock | Feb 16, 2017 | M | 7,734 | $0.00 | A | 346,235 | D | |
| Common Stock | Feb 16, 2017 | M | 2,679 | $0.00 | A | 348,914 | D | |
| Common StockF1 | Feb 16, 2017 | F | 7,054 | $20.85 | D | 341,860 | D | |
| Common StockF2 | Feb 20, 2017 | A | 12,438 | $0.00 | A | 354,298 | D | |
| Common StockF3 | Feb 20, 2017 | F | 947 | $20.10 | D | 353,351 | D | |
| Common StockF4 | Feb 21, 2017 | F | 1,081 | $20.90 | D | 352,270 | 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 16, 2017 | M | 7,690 | D | — | Dec 31, 2016 | Common Stock | 15,380 | 0 | D |
| Performance SharesF6 | — | Feb 16, 2017 | M | 3,867 | D | — | Dec 31, 2016 | Common Stock | 7,734 | 0 | D |
| Performance SharesF7 | — | Feb 16, 2017 | M | 2,679 | D | — | Dec 31, 2016 | Common Stock | 2,679 | 0 | D |
| Employee Stock Option (Right to Buy)F8 | $20.10 | Feb 20, 2017 | A | 27,933 | A | — | Feb 20, 2027 | Common Stock | 27,933 | 27,933 | D |
| Performance SharesF9 | — | Feb 20, 2017 | A | 4,146 | A | — | Dec 31, 2017 | Common Stock | 4,146 | 4,146 | D |
| Performance SharesF10 | — | Feb 20, 2017 | A | 4,146 | A | — | Dec 31, 2018 | Common Stock | 4,146 | 4,146 | D |
| Performance SharesF11 | — | Feb 20, 2017 | A | 4,146 | A | — | Dec 31, 2019 | Common Stock | 4,146 | 4,146 | D |
Explanation of responses
- F1These shares were surrendered to satisfy tax obligations related to the vesting of performance shares granted on February 21, 2014, February 20, 2015 and February 19, 2016.
- F10These 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 zero and two shares of Common Stock in the first quarter of 2019, based on achievement of performance measures over a two-year period, following certification by the NG&C Committee of the performance results.
- F11These 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 zero and two shares of Common Stock in the first quarter of 2020, based on achievement of performance measures over a three-year period, following certification by the NG&C Committee of the performance results.
- F2Represents an award of restricted stock units (the "Units") granted pursuant to the Forum Energy Technologies, Inc. 2016 Stock and 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 (2/20/2017). The Units will be forfeited upon a termination of employment prior to vesting, except in limited circumstances. 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.
- 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 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 one-year period commencing on January 1, 2016 and ending on December 31, 2016, each performance share represents the right to receive two shares of Common Stock.
- 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. As determined by the 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, 2015 and ending on December 31, 2016, each performance share represents the right to receive two shares of Common Stock.
- 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. As determined by the NG&C Committee and given the Company's relative shareholder return versus the relevant peer group over the three-year period commencing on January 1, 2014 and ending on December 31, 2016, each performance share represents the right to receive one share 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 (2/20/2017).
- F9These 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 zero and two shares of Common Stock in the first quarter of 2018, based on achievement of performance measures over a one-year period, following certification by the NG&C Committee of the performance results.