SEC Form 4 · accession 0001401257-18-000054

FORUM ENERGY TECHNOLOGIES, INC. · FET

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James L McCulloch

Officer — EVP and Gen Counsel

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
Common Stock^F1	Feb 16, 2018	A	20,000	$0.00	A	383,587	D
Common Stock^F2	Feb 20, 2018	F	1,463	$11.55	D	382,124	D
Common Stock^F2	Feb 21, 2018	F	487	$11.50	D	381,637	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)^F3	$12.00	Feb 16, 2018	A	42,830	A	—	Feb 16, 2028	Common Stock	42,830	42,830	D
Performance Shares^F4	—	Feb 16, 2018	A	6,666	A	—	Dec 31, 2018	Common Stock	6,666	6,666	D
Performance Shares^F5	—	Feb 16, 2018	A	6,667	A	—	Dec 31, 2019	Common Stock	6,667	6,667	D
Performance Shares^F6	—	Feb 16, 2018	A	6,667	A	—	Dec 31, 2020	Common Stock	6,667	6,667	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 restricted stock unit awards granted on February 21, 2014, February 20, 2015 and February 20, 2017.
F3These 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).
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. 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.
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 2020, based on achievement of performance measures over a two-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 2021, based on achievement of performance measures over a three-year period, following certification by the Compensation Committee of the performance results.