FLOWSERVE CORP — Director's Dealing 2012

Nov 19, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2012-11-16

Reporting Person: OConnor Carey (SVP, Secretary and GC)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock ($1.25 par value per share)	10168	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Rights	$	2012-12-31	Common Stock (620)		Direct
Performance Rights	$	2013-12-31	Common Stock (530)		Direct
Performance Rights	$	2014-12-31	Common Stock (960)		Direct

Footnotes

F1: Includes 1,545 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 18, 2010, February 10, 2011 and February 7, 2012. The shares vest ratably over a three-year period on each annual anniversary of the grant. Also includes 500 shares of restricted common stock granted to the reporting person on May 19, 2011, and 1,000 shares of restricted common stock granted on November 15, 2012, each of which cliff vest on the third annual anniversary of the respective grant date.

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, 2010 and ending on December 31, 2012 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.

F3: 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.

F4: 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, 2012 and ending on December 31, 2014 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.