SEC Form 4 · accession 0001401257-18-000109
FORUM ENERGY TECHNOLOGIES, INC. · FET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
C Christopher Gaut
Officer — CEO & COB · Director
Period of report
Dec 19, 2018
Accepted (ET)
Dec 21, 2018 · 12:42 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 | Dec 19, 2018 | A | 300,000 | $0.00 | A | 1,420,480 | D | |
| Common StockF2 | holding | — | — | — | 230,913 | I | See Footnote | |
| Common StockF3 | holding | — | — | — | 230,913 | 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 | — | Dec 19, 2018 | A | 300,000 | A | — | Dec 31, 2021 | Common Stock | 300,000 | 300,000 | 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: 1/3 vest on each of the first, second and third anniversaries of the date of grant (12/19/2018). 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 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 total shareholder return relative to its peer group. Each performance share will settle for between zero and two shares of Common Stock in the first quarter of 2022, based on achievement of performance measures over a three-year period beginning January 1, 2019. The number of shares of Common Stock shall vest at the time that the number of earned shares has been determined.