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: BLINN MARK A (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-02	Common Stock	M	84261	$17.42	Acquired	397687	Direct
2016-08-02	Common Stock	S	84261	$45.5021	Disposed	313426	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-02	Stock Option	$17.42	M	84261	Disposed	2016-12-14	Common Stock (84261.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Rights	$		Common Stock (141350.0)	141350	Direct

Footnotes

F1: Mr. Blinn sold 54,150 shares of common stock in aggregate to pay for the cashless exercise of 84,261 options (reported on Table II of this Form 4) and the federal taxes associated with such exercise. Mr. Blinn also sold the remaining 30,111 shares of common stock resulting from the exercise. The options would have expired on December 14, 2016, in which event Mr. Blinn would have lost the right to acquire the shares underlying the options.

F2: The range reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $45.27 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.

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% 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.