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: WAITE ANDREW L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-15	Common Stock	A	1404	—	Acquired	7379	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	41505138	Indirect

Footnotes

F1: These restricted stock units (the "Units") are granted pursuant to the Forum Energy Technologies, Inc. 2010 Stock Incentive Plan (the "Plan"). Each Unit represents a contingent right to receive one share of the Issuer's common stock, par value $0.01 per share, upon the vesting of the Units. The Units vest thirteen months from the date of grant, August 15, 2012, subject to accelerated vesting of the entire award upon a Change in Control (as defined in the Plan). The Units also include dividend equivalent rights that entitle the Reporting Person to the same dividends that would be payable were the shares of common stock underlying the Units actually outstanding at the time such dividends were issued. The credited dividends will be paid concurrently with the issuance of the shares of common stock to the Reporting Person.

F2: SCF-V, L.P., a Delaware limited partnership ("SCF-V"), SCF-VI, L.P., a Delaware limited partnership ("SCF-VI") and SCF-VII, L.P., a Delaware limited partnership ("SCF-VII"), in the aggregate own 41,505,138 shares of common stock. The general partner of SCF-V is SCF-V, G.P., Limited Partnership, a Delaware limited partnership ("SCF-V GP"), the general partner of SCF-VI is SCF-VI, G.P., Limited Partnership, a Delaware limited partnership ("SCF-VI GP") and the general partner of SCF-VII is SCF-VII, G.P., Limited Partnership, a Delaware limited partnership ("SCF-VII GP"). L.E. Simmons & Associates, Inc., a Delaware corporation ("LESA") is the sole general partner of each of SCF-V GP, SCF-VI GP and SCF-VII GP. Mr. Waite serves as a managing director of LESA. As such, Mr. Waite may be deemed to have dispositive power over the shares of common stock owned by SCF-V, SCF-VI and SCF-VII. Mr. Waite disclaims beneficial ownership of such shares.