FLOWSERVE CORP — Director's Dealing 2018

Mar 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2018-02-28

Reporting Person: Lenander John (President, FCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-28	Common Stock	M	5216	—	Acquired	22225	Direct
2018-02-28	Common Stock	F	1307	$42.35	Disposed	20918	Direct
2018-02-28	Common Stock	A	5171	—	Acquired	26089	Direct
2018-02-28	Common Stock	F	1260	$42.35	Disposed	24829	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-28	Restricted Stock Units	$	A	7200	Acquired		Common Stock (7200.0)	Direct
2018-02-28	Performance Rights	$	A	7200	Acquired		Common Stock (7200.0)	Direct
2018-02-28	Performance Rights	$	M	5000	Disposed		Common Stock (5000.0)	Direct

Footnotes

F1: Each performance right represented a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vested at 100% (plus dividends accrued on the underlying shares) based on the issuer's achievement of certain financial goals related to its operating plan.

F2: Represents the vesting of performance shares based on meeting succession planning and corporate organizational objectives. Each performance right represented a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vested at 100% (plus dividends accrued on the underlying shares).

F3: Each restricted stock unit represents the right to receive, at settlement, one share of common stock (plus dividends accrued on the underlying shares) and are 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.

F4: 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 are based on two factors during a three-year performance cycle beginning on January 1, 2018 and ending on December 31, 2020 which are: 1) the issuer's relative total share holder return ("TSR") in comparison to the TSR averages of a predetermined peer group over the performance cycle; and 2) the issuer's return on invested capital measured against the issuer's performance relative to its weighted average cost of capital and relative to a predetermined peer group over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.