SEC Form 4 · accession 0001401257-18-000045
FORUM ENERGY TECHNOLOGIES, INC. · FET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Prady Iyyanki
Officer — President & CEO
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 7:49 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 | 7,137 | $0.00 | A | 249,447 | D | |
| Common Stock | Feb 15, 2018 | M | 21,300 | $0.00 | A | 270,747 | D | |
| Common StockF1 | Feb 16, 2018 | A | 82,670 | $0.00 | A | 353,417 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF2 | — | Feb 15, 2018 | M | 7,137 | D | — | Dec 31, 2017 | Common Stock | 7,137 | 0 | D |
| Performance SharesF3 | — | Feb 15, 2018 | M | 14,200 | D | — | Dec 31, 2017 | Common Stock | 21,300 | 0 | D |
| Performance SharesF4 | — | Feb 15, 2018 | M | 8,292 | D | — | Dec 31, 2017 | Common Stock | 0 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $12.00 | Feb 16, 2018 | A | 177,020 | A | — | Feb 16, 2028 | Common Stock | 177,020 | 177,020 | D |
| Performance SharesF6 | — | Feb 16, 2018 | A | 27,556 | A | — | Dec 31, 2018 | Common Stock | 27,556 | 27,556 | D |
| Performance SharesF7 | — | Feb 16, 2018 | A | 27,557 | A | — | Dec 31, 2019 | Common Stock | 27,557 | 27,557 | D |
| Performance SharesF8 | — | Feb 16, 2018 | A | 27,557 | A | — | Dec 31, 2020 | Common Stock | 27,557 | 27,557 | D |
Explanation of responses
- F1Represents 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 (2/16/2018). 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.
- F2These 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.
- F3These 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.
- 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 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.
- 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 (2/16/2018).
- 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. 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 one-year period, following certification by the Compensation Committee of the performance results.
- 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. 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 two-year period, following certification by the Compensation Committee of the performance results.
- F8These 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 2021, based on achievement of performance measures over a three-year period, following certification by the Compensation Committee of the performance results.