FORUM ENERGY TECHNOLOGIES, INC. — Director's Dealing 2016

Dec 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORUM ENERGY TECHNOLOGIES, INC. (FET)
CIK: 0001401257
Period of Report: 2016-12-08

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
2016-12-08	Common Stock	S	300000	$21.50	Disposed	2687774	Indirect

Footnotes

F1: Represents 2,666,666 shares of common stock that are directly owned by Tinicum FET, L.L.C., a Delaware limited liability company ("Tinicum FET"), and 14,416 shares of restricted stock and 6,692 restricted stock units previously issued to M. O'Toole in connection with his service on the Issuer's Board of Directors.

F2: 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.