FORUM ENERGY TECHNOLOGIES, INC. — Director's Dealing 2012

Nov 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORUM ENERGY TECHNOLOGIES, INC. (FET)
CIK: 0001401257
Period of Report: 2012-10-31

Reporting Person: Schmitz John (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-31	Common Stock	X	325378	$8.79	Acquired	2919300	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-31	Common Stock Warrants (right to buy)	$8.79	X	325378	Disposed		Common Stock (325378.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5897	Direct

Footnotes

F1: The 2,919,300 shares and 325,378 warrants are held by Sunray Capital, LP, a Delaware limited partnership ("Sunray LP"). Mr. Schmitz is the President of Sunray Capital GP, LLC, a Delaware limited liability company ("Sunray GP"), which is the general partner of Sunray LP. As such, Mr. Schmitz may be deemed to have dispositive power over the shares of common stock and warrants owned by Sunray LP. Mr. Schmitz disclaims beneficial ownership of such shares and warrants, except to the extent of his pecuniary interest therein.

F2: These warrants have an initial exercise price of $7.68 per share. The exercise price increases 0.5% at the end of each month which equates to a compound annual increase of 6%.

F3: The number of warrants reported on the Reporting Person's Form 3, dated April 11, 2012, was underreported by 37 shares (after giving effect to the Company's 37 for 1 stock split in March 2012) due to a clerical error.

F4: These warrants expire upon the earlier of five years from the initial issuance, 2.5 years after the consummation of an initial public offering of the Company's common stock or upon the occurrence of certain other events described in the Warrant Agreement pursuant to which the warrants were issued.