SEC Form 4 · accession 0001401257-18-000033
FORUM ENERGY TECHNOLOGIES, INC. · FET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
C Christopher Gaut
Director
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 5:12 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 15, 2018 | M | 20,074 | $0.00 | A | 948,644 | D | |
| Common Stock | Feb 15, 2018 | M | 59,906 | $0.00 | A | 1,008,550 | D | |
| Common Stock | Feb 15, 2018 | M | 0 | $0.00 | A | 1,008,550 | D | |
| Common StockF1 | Feb 16, 2018 | A | 12,500 | $0.00 | A | 1,021,050 | D | |
| Common StockF2 | holding | — | — | — | 280,628 | I | See Footnote | |
| Common StockF3 | holding | — | — | — | 280,628 | 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 SharesF4 | — | Feb 15, 2018 | M | 20,074 | D | — | Dec 31, 2017 | Common Stock | 20,074 | 0 | D |
| Performance SharesF5 | — | Feb 15, 2018 | M | 39,937 | D | — | Dec 31, 2017 | Common Stock | 59,906 | 0 | D |
| Performance SharesF6 | — | Feb 15, 2018 | M | 16,583 | D | — | Dec 31, 2017 | Common Stock | 0 | 0 | D |
Explanation of responses
- F1Represents an award of restricted stock units under the Forum Energy Technologies, Inc. 2016 Stock Incentive Plan (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of common stock, par value $0.01 per share, upon vesting of the restricted stock units. The restricted stock unit award vests in full on the one year anniversary of the date of grant, subject to accelerated vesting of the entire award upon a Change in Control (as defined in the Plan). The restricted stock unit agreement also includes dividend equivalent rights that entitle the reporting person to the same dividends that would be payable were the shares of common stock underlying the restricted stock units actually outstanding at the time such dividends were issued.
- 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 relative shareholder return versus that of the Company's peer group. As determined by the Company's Compensation Committee ("the Compensation Committee") and given the Company's relative shareholder return versus the relevant peer group over the three-year period commencing on January 1, 2015 and ending on December 31, 2017, each performance share represents the right to receive one share of Common Stock.
- 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 the Compensation Committee and given the Company's relative shareholder return versus the relevant peer group over the two-year period commencing on January 1, 2016 and ending on December 31, 2017, each performance share represents the right to receive 1.5 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 Company's the Compensation Committee and given the Company's relative shareholder return versus the relevant peer group over the one-year period commencing on January 1, 2017 and ending on December 31, 2017, each performance share represents the right to receive zero shares of Common Stock.