FLOWSERVE CORP — Director's Dealing 2016

Aug 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2016-08-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-02	Common Stock ($1.25 par value per share)	S	35000	$45.4887	Disposed	99487	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Rights	$		Common Stock (116480.0)	116480	Direct

Footnotes

F1: The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $45.28 to 45.76, inclusive. The reporting person undertakes to provide Flowserve Corporation, any security holder of Flowserve Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

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 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; 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.