SEC Form 4 · accession 0001401257-19-000053
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
Feb 14, 2019
Accepted (ET)
Feb 19, 2019 · 2:30 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,F2 | Feb 15, 2019 | A | 113,809 | $0.00 | A | 1,536,081 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF3 | — | Feb 14, 2019 | M | 39,937 | D | — | Dec 31, 2018 | Common Stock | 0 | 0 | D |
| Performance SharesF4 | — | Feb 14, 2019 | M | 16,584 | D | — | Dec 31, 2018 | Common Stock | 0 | 0 | D |
| Performance SharesF5 | — | Feb 15, 2019 | A | 113,809 | A | — | Dec 31, 2021 | Common Stock | 113,809 | 113,809 | 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 (2/15/2019). 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.
- F2230,913 shares of Common Stock are held in trust for the benefit of the reporting person. The reporting person no longer maintains a pecuniary interest in such shares. In addition, 230,913 shares of Common Stock are held in trust for the benefit of the reporting person's spouse. The reporting person's spouse no longer maintains a pecuniary interest in such shares.
- 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 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, 2016 and ending on December 31, 2018, each performance share represents the right to receive zero 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 two-year period commencing on January 1, 2017 and ending on December 31, 2018, each performance share represents the right to receive zero shares of Common Stock.
- F5Each performance share represents a contingent right to receive shares of the Company's 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 0 and 2 shares of common stock in the first quarter of 2022, based on achievement of performance measures over a three year period, following certification by the Compensation Committee of performance results.