FORUM ENERGY TECHNOLOGIES, INC. — Director's Dealing 2017

Feb 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORUM ENERGY TECHNOLOGIES, INC. (FET)
CIK: 0001401257
Period of Report: 2017-02-16

Reporting Person: Danford Michael Dewayne (SVP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-16	Common Stock	M	8992	—	Acquired	94929	Direct
2017-02-16	Common Stock	M	4520	—	Acquired	99449	Direct
2017-02-16	Common Stock	M	1567	—	Acquired	101016	Direct
2017-02-16	Common Stock	F	4878	$20.85	Disposed	96138	Direct
2017-02-19	Common Stock	F	1270	$20.10	Disposed	94868	Direct
2017-02-20	Common Stock	A	7960	—	Acquired	102828	Direct
2017-02-20	Common Stock	F	598	$20.10	Disposed	102230	Direct
2017-02-21	Common Stock	F	733	$20.90	Disposed	101497	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-16	Performance Shares	$	M	4496	Disposed	2016-12-31	Common Stock (8992.0)	Direct
2017-02-16	Performance Shares	$	M	2260	Disposed	2016-12-31	Common Stock (4520.0)	Direct
2017-02-16	Performance Shares	$	M	1567	Disposed	2016-12-31	Common Stock (1567.0)	Direct
2017-02-20	Employee Stock Option (Right to Buy)	$20.1	A	17877	Acquired	2027-02-20	Common Stock (17877.0)	Direct
2017-02-20	Performance Shares	$	A	2653	Acquired	2017-12-31	Common Stock (2653.0)	Direct
2017-02-20	Performance Shares	$	A	2653	Acquired	2018-12-31	Common Stock (2653.0)	Direct
2017-02-20	Performance Shares	$	A	2654	Acquired	2019-12-31	Common Stock (2654.0)	Direct

Footnotes

F1: These shares were surrendered to satisfy tax obligations related to the vesting of performance shares granted on February 21, 2014, February 20, 2015 and February 19, 2016.

F2: These shares were surrendered to the satisfy the tax obligation related to the vesting of a restricted stock award granted on February 19, 2016.

F3: Represents an award of restricted stock units (the "Units") granted pursuant to the Forum Energy Technologies, Inc. 2016 Stock and Incentive Plan (the "Plan"). Each Unit represents a contingent right to receive one share of Forum Energy Technologies, Inc. (the "Company") common stock, par value $0.01 per share ("Common Stock"), 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 (2/20/2017). The Units will be forfeited upon a termination of employment prior to vesting, except in limited circumstances. 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.

F4: These shares were surrendered to the satisfy the tax obligation related to the vesting of a restricted stock unit award granted on February 20, 2015.

F5: 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.

F6: These performance shares represent a contingent right to receive Common Stock, based on the Company's relative 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 relative shareholder return versus the relevant peer group over the one-year period commencing on January 1, 2016 and ending on December 31, 2016, each performance share represents the right to receive two shares of Common Stock.

F7: These performance shares represent a contingent right to receive Common Stock, based on the Company's relative shareholder return versus that of the Company's peer group. As determined by the NG&C Committee and given the Company's relative shareholder return versus the relevant peer group over the two-year period commencing on January 1, 2015 and ending on December 31, 2016, each performance share represents the right to receive two shares of Common Stock.

F8: These performance shares represent a contingent right to receive Common Stock, based on the Company's relative shareholder return versus that of the Company's peer group. As determined by the NG&C Committee and given the Company's relative shareholder return versus the relevant peer group over the three-year period commencing on January 1, 2014 and ending on December 31, 2016, each performance share represents the right to receive one share of Common Stock.

F9: 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 (2/20/2017).

F10: These performance shares represent a contingent right to receive Common Stock, based on the Company's relative shareholder return versus that of the Company's peer group. Each performance share will settle for between zero and two shares of Common Stock in the first quarter of 2018, based on achievement of performance measures over a one-year period, following certification by the NG&C Committee of the performance results.

F11: These performance shares represent a contingent right to receive Common Stock, based on the Company's relative shareholder return versus that of the Company's peer group. Each performance share will settle for between zero and two shares of Common Stock in the first quarter of 2019, based on achievement of performance measures over a two-year period, following certification by the NG&C Committee of the performance results.

F12: These performance shares represent a contingent right to receive Common Stock, based on the Company's relative shareholder return versus that of the Company's peer group. Each performance share will settle for between zero and two shares of Common Stock in the first quarter of 2020, based on achievement of performance measures over a three-year period, following certification by the NG&C Committee of the performance results.