FLOWSERVE CORP — Director's Dealing 2014

Feb 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2014-02-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-05	Common Stock ($1.25 par value per share)	F	598	$70.87	Disposed	38033	Direct
2014-02-05	Common Stock ($1.25 par value per share)	A	3870	—	Acquired	41903	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-05	Performance Rights	$	A	3870	Acquired	2016-12-31	Common Stock ($1.25 par value per share) (3870.0)	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, 2014 and ending on December 31, 2016 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.