FLOWSERVE CORP — Director's Dealing 2021

Feb 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2021-02-16

Reporting Person: Gillespie Keith E. (SVP, Chief Sales Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-16	Common Stock	M	11583	—	Acquired	60226	Direct
2021-02-16	Common Stock	F	2901	$39.18	Disposed	57325	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-16	Restricted Stock Units	$	A	7960	Acquired		Common Stock (7960.0)	Direct
2021-02-16	Restricted Stock Units	$	A	7960	Acquired		Common Stock (7960.0)	Direct
2021-02-16	Performance Rights	$	A	7960	Acquired		Common Stock (7960.0)	Direct
2021-02-16	Performance Rights	$	M	11640	Disposed		Common Stock (11640.0)	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 a rate of 93.6% (plus dividends accrued on the underlying shares) based on two factors over 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.

F2: 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.

F3: Each restricted stock unit represents the right to receive, at settlement, one share of common stock (plus dividends accrued on the underlying shares). The restricted stock units vest over a three-year period, with one-third vesting on the second anniversary of the grant and the remaining two-thirds vesting on the third 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% based on performance against two factors over a three-year performance cycle beginning on January 1, 2021 and ending on December 31, 2023: 1) the issuer's three year average free cash flow ("FCF") as a percentage of net income; and 2) the issuer's return on invested capital ("ROIC") measured against the issuer's targeted ROIC improvement under its operating plan. Additionally, a relative total shareholder return ("TSR") modifier will be applied that may result in a positive or negative 15% adjustment to the otherwise earned performance rights. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.