FLOWSERVE CORP — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2011-02-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-10	Common Stock ($1.25 par value per share)	A	2100	$0.00	Acquired	11498	Direct
2011-02-12	Common Stock ($1.25 par value per share)	F	149	$132.03	Disposed	11349	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-10	Performance Rights	$	A	2100	Acquired	2013-12-31	Common Stock (2100)	Direct

Footnotes

F1: Represents shares of restricted common stock 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.

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 a three-year performance cycle beginning on January 1, 2011 and ending on December 31, 2013 in comparison to the RONA averages 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.