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

Aug 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORUM ENERGY TECHNOLOGIES, INC. (FET)
CIK: 0001401257
Period of Report: 2012-08-15

Reporting Person: OTOOLE TERENCE M (Director)
Reporting Person: Tinicum FET, LLC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-15	Common Stock	A	1404	—	Acquired	2674045	Indirect

Footnotes

F1: Represents an award of restricted stock under the Issuer's 2010 Stock Incentive Plan.

F2: Represents 2,666,666 shares of common stock that are directly owned by Tinicum FET, LLC, a Delaware limited liability company ("Tinicum FET"), and 7,379 shares of restricted stock issued to Mr. O'Toole in connection with his service on the Issuer's Board of Directors.

F3: The manager of Tinicum FET is Tinicum Lantern III L.L.C., a Delaware limited liability company ("Tinicum Lantern III"). Mr. O'Toole is a co-managing member of Tinicum Lantern III. As such, Mr. O'Toole may be deemed to share investment control over Tinicum FET's portfolio. Mr. O'Toole disclaims beneficial ownership of the shares held by Tinicum FET, except to the extent of his pecuniary interest therein. Pursuant to a letter agreement, dated as of March 28, 2012, Tinicum FET has the right to designate one member to the board of directors of the Issuer. Tinicum FET has designated Mr. O'Toole as its designee. As a result, Tinicum FET may be deemed a director by deputization. Tinicum FET disclaims any status as a deputized director for Section 16 or any other purposes.