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

Feb 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORUM ENERGY TECHNOLOGIES, INC. (FET)
CIK: 0001401257
Period of Report: 2013-02-21

Reporting Person: Harris James Whelan (SVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-21	Common Stock	A	10240	—	Acquired	227797	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-21	Employee Stock Option (Right to Buy)	$25.0	A	31710	Acquired	2023-02-22	Common Stock (31710.0)	Direct
2013-02-21	Performance Shares	$	A	3413	Acquired		Common Stock (3413.0)	Direct
2013-02-21	Performance Shares	$	A	3413	Acquired		Common Stock (3413.0)	Direct
2013-02-21	Performance Shares	$	A	3414	Acquired		Common Stock (3414.0)	Direct

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 according to the following schedule: 1/4 vest on each of the first, second, third and fourth anniversaries of the date of grant (2/21/2013), 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: The options are exercisable in accordance with the following schedule: 1/4 of the options become exercisable on each of the first, second, third and fourth anniversaries of the date of grant (2/21/2013).

F3: Each performance share represents a contingent right to receive shares of the Issuer's common stock, based on the Issuer's relative shareholder return versus that of the Issuer's peer group. Each performance share will settle for between 0 and 2 shares of common stock in the first quarter of 2014, based on achievement of performance measures over a one year period, following certification by the Nominating, Governance and Compensation Committee of performance results.

F4: Each performance share represents a contingent right to receive shares of the Issuer's common stock, based on the Issuer's relative shareholder return versus that of the Issuer's peer group. Each performance share will settle for between 0 and 2 shares of common stock in the first quarter of 2015, based on achievement of performance measures over a two year period, following certification by the Nominating, Governance and Compensation Committee of performance results.

F5: Each performance share represents a contingent right to receive shares of the Issuer's common stock, based on the Issuer's relative shareholder return versus that of the Issuer's peer group. Each performance share will settle for between 0 and 2 shares of common stock in the first quarter of 2016, based on achievement of performance measures over a three year period, following certification by the Nominating, Governance and Compensation Committee of performance results.