FORUM ENERGY TECHNOLOGIES, INC. — Director's Dealing 2014

Feb 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORUM ENERGY TECHNOLOGIES, INC. (FET)
CIK: 0001401257
Period of Report: 2014-02-21

Reporting Person: Schmitz John (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-19	Common Stock	G	55208	—	Disposed	2131347	Indirect
2014-02-21	Common Stock	A	4637	—	Acquired	12934	Direct

Footnotes

F1: On Feburary 19, 2014, B-29 Investments, LP, a Texas limited partnership ("B-29 Investments") gifted 55,208 shares of Forum Energy Technologies, Inc. common stock (the "Common Stock"). Mr. Schmitz is President of Schmitz & Schmitz Properties, Inc., a Texas limited partnership, the general partner of B-29 Investments. As such, Mr. Schmitz may be deemed to have dispositive power over the Common Stock owned by B-29 Investments. Mr. Schmitz disclaims beneficial ownership of such Common Stock, except to the extent of his pecuniary interest therein.

F2: Represents an award of restricted stock under the Forum Energy Technologies, Inc. 2010 Stock Incentive Plan (the "Plan"). Each share of restricted stock represents a contingent right to receive one share of common stock, par value $0.01 per share, upon the vesting of the restricted stock. The restricted stock award vests in full on the one year anniversary of the date of grant (2/21/2014), subject to accelerated vesting of the entire award upon a Change in Control (as defined in the Plan). The restricted stock agreement also includes dividend equivalent rights that entitle the reporting person to the same dividends that would be payable were the shares of common stock underlying the restricted stock award actually outstanding at the time such dividends were issued. The credited dividends will be paid to the reporting person concurrently with the issuance of the shares of common stock.