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

Feb 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORUM ENERGY TECHNOLOGIES, INC. (FET)
CIK: 0001401257
Period of Report: 2016-02-19

Reporting Person: MCCULLOCH JAMES L (SVP, Gen Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-19	Common Stock	M	670	—	Acquired	297152	Direct
2016-02-19	Common Stock	M	2900	—	Acquired	300052	Direct
2016-02-19	Common Stock	A	23070	—	Acquired	323122	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-19	Performance Shares	$	M	2774	Disposed	2015-12-31	Common Stock (0.0)	Direct
2016-02-19	Performance Shares	$	M	2679	Disposed	2015-12-31	Common Stock (670.0)	Direct
2016-02-19	Performance Shares	$	M	3866	Disposed	2015-12-31	Common Stock (2900.0)	Direct
2016-02-19	Employee Stock Option (Right to Buy)	$9.39	A	56280	Acquired	2026-02-19	Common Stock (56280.0)	Direct
2016-02-19	Performance Shares	$	A	7690	Acquired	2017-12-31	Common Stock (7690.0)	Direct
2016-02-19	Performance Shares	$	A	7690	Acquired	2018-12-31	Common Stock (7690.0)	Direct
2016-02-19	Performance Shares	$	A	7690	Acquired	2019-12-31	Common Stock (7690.0)	Direct

Footnotes

F1: Represents an award of restricted stock under the Forum Energy Technologies, Inc. 2010 Stock Incentive Plan (the "Plan"). Each share of restricted stock, par value $0.01 per share, is subject to transferability and other restrictions that lapse upon vesting of the restricted stock. The restricted shares vest according to the following schedule: 1/4 vest on each of the first, second, third and fourth anniversaries of the date of grant (2/19/2016). The restricted stock will be forfeited upon a termination of employment prior to vesting, except in limited circumstances. The restricted stock agreement also includes dividend and voting rights.

F2: These performance shares represent a contingent right to receive Common Stock, based on the Company's total shareholder return versus that of the Company's peer group. As determined by the Company's Nominating, Governance & Compensation Committee ("NG&C Committee") and given the Company's total shareholder return versus the relevant peer group over the three-year period commencing on January 1, 2013 and ending on December 31, 2015, each performance share represents the right to receive 0 shares of Common Stock.

F3: These performance shares represent a contingent right to receive Common Stock, based on the Company's total shareholder return versus that of the Company's peer group. As determined by the NG&C Committee and given the Company's total shareholder return versus the relevant peer group over the two-year period commencing on January 1, 2014 and ending on December 31, 2015, each performance share represents the right to receive 0.25 shares of Common Stock.

F4: These performance shares represent a contingent right to receive Common Stock, based on the Company's total shareholder return versus that of the Company's peer group. As determined by the NG&C Committee and given the Company's total shareholder return versus the relevant peer group over the one-year period commencing on January 1, 2015 and ending on December 31, 2015, each performance share represents the right to receive 0.75 shares of Common Stock.

F5: These 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 (2/19/2016).

F6: These performance shares represent a contingent right to receive Common Stock, based on the Company's total shareholder return versus that of the Company's peer group. Each performance share will settle for between 0 and 2 shares of Common Stock in the first quarter of 2017, based on achievement of performance measures over a one-year period, following certification of the performance results by the NG&C Committee.

F7: These performance shares represent a contingent right to receive Common Stock, based on the Company's total shareholder return versus that of the Company's peer group. Each performance share will settle for between 0 and 2 shares of Common Stock in the first quarter of 2018, based on achievement of performance measures over a two-year period, following certification of the performance results by the NG&C Committee.

F8: These performance shares represent a contingent right to receive Common Stock, based on the Company's total shareholder return versus that of the Company's peer group. Each performance share will settle for between 0 and 2 shares of Common Stock in the first quarter of 2019, based on achievement of performance measures over a three-year period, following certification of the performance results by the NG&C Committee.