FLOWSERVE CORP — Director's Dealing 2014

Feb 12, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2014-02-10

Reporting Person: Stephens Dave (SVP, Human Resources)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23512	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Rights	$	2013-12-31	Common Stock (2822.0)		Direct
Performance Rights	$	2014-12-31	Common Stock (3362.0)		Direct
Performance Rights	$	2015-12-31	Common Stock (2400.0)		Direct

Footnotes

F1: 8,470 shares are restricted common stock granted to the reporting person pursuant to issuer's long term incentive compensation plan for employees, granted on February 10, 2011, February 7, 2012 and February 5, 2013. The shares vest ratably over a three-year period on each annual anniversary of the grant. 15,042 shares are held in the issuer's 401(k) stock fund.

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.

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, 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.

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, 2013 and ending on December 31, 2015 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.