FLOWSERVE CORP — Director's Dealing 2015

Oct 5, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2015-09-25

Reporting Person: Drees Jeff (President, IPO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11400	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Rights	$	2016-12-31	Common Stock (2195.0)		Direct
Performance Rights	$	2017-12-31	Common Stock (2779.0)		Direct

Footnotes

F1: 7,200 shares are restricted common stock granted to the reporting person pursuant to issuer's long term incentive compensation plan for employees on July 8, 2013 and vest on July 8, 2016. 4,200 shares arerestricted common stock granted to the reporting person pursuant to issuer's long term incentive compensation plan for employees, granted on February 14, 2014 and February 4, 2015. The shares vest ratablyover 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% during a three-year performance cycle beginning on January 1, 2014 and ending on December 31, 2016 and is based on the following factors: 1) the issuer's average return on net assets ("RONA") in comparison to the RONA averages of a predetermined peer group over the performance cycle and 2) the issuer's growth in bookings in comparison to the growth in gross domestic product of countries that are members of the Organisation for Economic Co-operation and Development over the 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% during a three-year performance cycle beginning on January 1, 2015 and ending on December 31, 2017 and is based on the following factors: 1) the issuer's average return on net assets ("RONA") in comparison to the RONA averages of a predetermined peer group over the performance cycle and 2) the issuer's growth in bookings in comparison to the growth in gross domestic product of countries that are members of the Organisation for Economic Co-operation and Development over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.