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: Harris James Whelan (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-19	Common Stock	M	928	—	Acquired	262673	Direct
2016-02-19	Common Stock	M	4015	—	Acquired	266688	Direct
2016-02-19	Common Stock	F	1318	$9.39	Disposed	265370	Direct
2016-02-19	Common Stock	A	31950	—	Acquired	297320	Direct
2016-02-20	Common Stock	F	1311	$9.39	Disposed	296009	Direct
2016-02-21	Common Stock	F	1621	$9.39	Disposed	294388	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-19	Performance Shares	$	M	3414	Disposed	2015-12-31	Common Stock (0.0)	Direct
2016-02-19	Performance Shares	$	M	3709	Disposed	2015-12-31	Common Stock (928.0)	Direct
2016-02-19	Performance Shares	$	M	5353	Disposed	2015-12-31	Common Stock (4015.0)	Direct
2016-02-19	Employee Stock Option (Right to Buy)	$9.39	A	77920	Acquired	2026-02-19	Common Stock (77920.0)	Direct
2016-02-19	Performance Shares	$	A	10650	Acquired	2017-12-31	Common Stock (10650.0)	Direct
2016-02-19	Performance Shares	$	A	10650	Acquired	2018-12-31	Common Stock (10650.0)	Direct
2016-02-19	Performance Shares	$	A	10650	Acquired	2019-12-31	Common Stock (10650.0)	Direct

Footnotes

F1: These shares were surrendered to satisfy tax obligations related to the vesting of performance shares granted on February 21, 2014 and February 20, 2015.

F2: 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.

F3: These shares were surrendered to satisfy the tax obligation related to the vesting of a restricted stock unit award granted on February 20, 2015.

F4: These shares were surrendered to satisfy tax obligations related to the vesting of restricted stock unit awards granted on February 21, 2013 and February 21, 2014.

F5: 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.

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. 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.

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. 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.

F8: 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).

F9: 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.

F10: 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.

F11: 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.