SEC Form 4 · accession 0000030625-19-000025
FLOWSERVE CORP · FLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Scott Rowe
Officer — President & CEO
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 7:08 am 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 Stock | Mar 1, 2019 | M | 22,377 | $0.00 | A | 57,047 | D | |
| Common Stock | Mar 1, 2019 | F | 5,469 | $45.00 | D | 51,578 | 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 UnitsF1 | — | Feb 28, 2019 | A | 65,680 | A | — | — | Common Stock | 65,680 | 169,210 | D |
| Performance RightsF2 | — | Feb 28, 2019 | A | 65,680 | A | — | — | Common Stock | 65,680 | 187,980 | D |
| Restricted Stock UnitsF1 | — | Mar 1, 2019 | M | 21,997 | D | — | — | Common Stock | 21,997 | 147,213 | D |
Explanation of responses
- F1Each 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.
- F2Each 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, 2019 and ending on December 31, 2021 which are: 1) the issuer's relative total shareholder return ("TSR") in comparison to the TSR averages of a predetermined compensation peer group over the performance cycle; and 2) the issuer's return on invested capital ("ROIC") measured against the issuer's targeted ROIC improvement under its operating plan. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.