SEC Form 4 · accession 0000030625-18-000022
FLOWSERVE CORP · FLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Lenander
Officer — President, FCO
Period of report
Feb 28, 2018
Accepted (ET)
Mar 2, 2018 · 4:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000030625
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 28, 2018 | M | 5,216 | — | A | 22,225 | D | |
| Common Stock | Feb 28, 2018 | F | 1,307 | $42.35 | D | 20,918 | D | |
| Common StockF2 | Feb 28, 2018 | A | 5,171 | — | A | 26,089 | D | |
| Common Stock | Feb 28, 2018 | F | 1,260 | $42.35 | D | 24,829 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3 | — | Feb 28, 2018 | A | 7,200 | A | — | — | Common Stock | 7,200 | 11,962 | D |
| Performance RightsF4 | — | Feb 28, 2018 | A | 7,200 | A | — | — | Common Stock | 7,200 | 22,690 | D |
| Performance RightsF1 | — | Feb 28, 2018 | M | 5,000 | D | — | — | Common Stock | 5,000 | 17,690 | D |
Explanation of responses
- F1Each performance right represented a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vested at 100% (plus dividends accrued on the underlying shares) based on the issuer's achievement of certain financial goals related to its operating plan.
- F2Represents the vesting of performance shares based on meeting succession planning and corporate organizational objectives. Each performance right represented a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vested at 100% (plus dividends accrued on the underlying shares).
- F3Each restricted stock unit represents the right to receive, at settlement, one share of common stock (plus dividends accrued on the underlying shares) and are granted to the reporting person pursuant to the issuer's long-term incentive compensation plan for employees. The shares vest ratably over a three-year period on each annual anniversary of the grant.
- F4Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% and are based on two factors during a three-year performance cycle beginning on January 1, 2018 and ending on December 31, 2020 which are: 1) the issuer's relative total share holder return ("TSR") in comparison to the TSR averages of a predetermined peer group over the performance cycle; and 2) the issuer's return on invested capital measured against the issuer's performance relative to its weighted average cost of capital and relative to a predetermined peer group over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.