FLOWSERVE CORP — Director's Dealing 2015

Feb 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2015-02-04

Reporting Person: Pajonas Thomas L (SVP, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-04	Common Stock ($1.25 par value per share)	A	20780	—	Acquired	108144	Direct
2015-02-05	Common Stock ($1.25 par value per share)	F	3316	$58.08	Disposed	104828	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-04	Performance Rights	$0.0	A	20780	Acquired	2017-12-31	Common Stock (20780.0)	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.