SEC Form 4 · accession 0001401257-18-000053
FORUM ENERGY TECHNOLOGIES, INC. · FET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Lyle Williams Jr.
Officer — SVP - Operations
Period of report
Feb 16, 2018
Accepted (ET)
Feb 21, 2018 · 7:52 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 StockF1 | Feb 16, 2018 | A | 14,000 | $0.00 | A | 98,068 | D | |
| Common StockF2 | Feb 19, 2018 | F | 791 | $12.00 | D | 97,277 | D | |
| Common StockF3 | Feb 20, 2018 | F | 700 | $11.55 | D | 96,577 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $12.00 | Feb 16, 2018 | A | 29,980 | A | — | Feb 16, 2028 | Common Stock | 29,980 | 29,980 | D |
| Performance SharesF5 | — | Feb 16, 2018 | A | 4,666 | A | — | Dec 31, 2018 | Common Stock | 4,666 | 4,666 | D |
| Performance SharesF6 | — | Feb 16, 2018 | A | 4,667 | A | — | Dec 31, 2019 | Common Stock | 4,667 | 4,667 | D |
| Performance SharesF7 | — | Feb 16, 2018 | A | 4,667 | A | — | Dec 31, 2020 | Common Stock | 4,667 | 4,667 | 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 shares were surrendered to satisfy the tax obligations related to the vesting of a restricted stock award granted on February 19, 2016.
- F3These shares were surrendered to satisfy the tax obligations related to the vesting of restricted stock unit awards granted on February 20, 2015 and February 20, 2017.
- F4These 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).
- 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. 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.
- 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 2020, based on achievement of performance measures over a two-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 2021, based on achievement of performance measures over a three-year period, following certification by the Compensation Committee of the performance results.