FLOWSERVE CORP — Director's Dealing 2009

Oct 28, 2009

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2009-10-20

Reporting Person: Freeman Dean P (VP Finance and Treasurer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock ($1.25 par value per share)	7123	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Rights	$	2009-12-31	Common Stock (1270)		Direct
Performance Rights	$	2010-12-31	Common Stock (760)		Direct
Performance Rights	$	2011-12-31	Common Stock (1232)		Direct
Stock Option (right-to-buy)	$59.14	2016-05-11	Common Stock (4000)		Direct

Footnotes

F1: Includes 2,550 shares of restricted common stock granted to the reporting person pursuant to the issuer's long term incentive compensation plan for employees, granted on Feburary 22, 2007, March 7, 2008 and February 12, 2009. The shares vest ratably over a three-year period on each annual anniversary of the grant. Also includes 4,000 shares of restricted common stock granted to the reporting person on May 13, 2009, which cliff vest on the third annual anniversary of the grant.

F2: Each 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% based on the issuer's average return on net assets ("RONA") during the three-year performance cycle ending on the date of expiration in comparison to the average RONA of a predetermined peer group over the same performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.