SEC Form 3 · accession 0001735177-18-000001
FLOWSERVE CORP · FLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles L. Armstrong
Officer — Interim Chief Legal Officer
Period of report
Mar 17, 2018
Accepted (ET)
Mar 26, 2018 · 5:24 pm EDT
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 | holding | — | — | — | 3,437 | 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 UnitsF2 | — | holding | — | — | — | — | — | Common Stock | 5,342 | — | D |
| Performance RightsF3 | — | holding | — | — | — | — | — | Common Stock | 3,620 | — | D |
Explanation of responses
- F1Shares are held in the issuer's 401(k) stock fund.
- F2Each restricted stock unit represents the right to receive, at settlement, one share of common stock, plus accrued dividends, and are granted to the reporting person pursuant to the issuer's long-term incentive compensation plan for employees. The restricted stock units were originally granted on February 3, 2016, May 18, 2016, February 1, 2017, December 20, 2017 and February 28, 2018 and vest ratably over a three-year period on each annual anniversary of the grant.
- F3Each 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 a number of factors during a three-year performance cycle which may include but are not limited to: 1) the issuer's average return on net assets ("RONA") in comparison to the RONA averages of a predetermined peer group; 2) the issuer's growth in bookings in comparison to the issuer's operating plan; 3) the issuer's relative total share holder return ("TSR") in comparison to the TSR averages of a predetermined peer group; and 4) 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. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.