FORUM ENERGY TECHNOLOGIES, INC. — Director's Dealing 2013

Feb 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORUM ENERGY TECHNOLOGIES, INC. (FET)
CIK: 0001401257
Period of Report: 2013-02-22

Reporting Person: WAITE ANDREW L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-22	Common Stock	X	2160607	$8.92	Acquired	43282696	Indirect
2013-02-22	Common Stock	X	2066751	$8.92	Acquired	45349447	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-22	Common Stock Warrants (right to buy)	$8.92	X	3253706	Disposed		Common Stock (2160607.0)	Indirect
2013-02-22	Common Stock Warrants (right to buy)	$8.92	X	3112366	Disposed		Common Stock (2066751.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9779	Direct

Footnotes

F1: SCF-V, L.P., a Delaware limited partnership ("SCF-V"), SCF 2012A, L.P., a Delaware limited partnership ("SCF 2012A"), SCF-VI, L.P., a Delaware limited partnership ("SCF-VI"), SCF 2012B, L.P., a Delaware limited partnership ("SCF 2012B") and SCF-VII, L.P., a Delaware limited partnership ("SCF-VII"), in the aggregate own 45,349,447 shares of common stock following the conversion of the warrants reported in this Form 4. The general partner of SCF-V is SCF-V, G.P., LLC, a Delaware limited liability company ("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, SCF-VII GP, SCF 2012A and SCF 2012B. Mr. Waite serves as a managing director of LESA. (Continued in Footnote 2)

F2: As such, Mr. Waite may be deemed to have dispositive power over the shares of common stock owned by SCF-V, SCF 2012A, SCF-VI, SCF 2012B and SCF-VII. Mr. Waite disclaims beneficial ownership of such shares.

F3: 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 an annual increase of 6%.

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.