FLOWSERVE CORP — Director's Dealing 2015

Feb 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2015-02-06

Reporting Person: BLINN MARK A (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-06	Common Stock	A	44540	—	Acquired	226888	Direct
2015-02-07	Common Stock	F	8901	$57.21	Disposed	217987	Direct
2015-02-09	Common Stock	F	7413	$57.73	Disposed	210574	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-06	Performance Rights	$	A	44540	Acquired	2017-12-31	Common Stock (44540.0)	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% and may be based on a number of factors during a three-year performance cycle beginning on January 1, 2015 and ending on December 31, 2017 which may include but is not limited to: 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; 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; and 3) earnings per share growth over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.