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: GAUT C CHRISTOPHER (Director, CEO & COB)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-16	Common Stock	M	79872	—	Acquired	767016	Direct
2017-02-16	Common Stock	M	40146	—	Acquired	807162	Direct
2017-02-16	Common Stock	M	13910	—	Acquired	821072	Direct
2017-02-20	Common Stock	A	49751	—	Acquired	870823	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-16	Performance Shares	$	M	39936	Disposed	2016-12-31	Common Stock (79872.0)	Direct
2017-02-16	Performance Shares	$	M	20073	Disposed	2016-12-31	Common Stock (40146.0)	Direct
2017-02-16	Performance Shares	$	M	13910	Disposed	2016-12-31	Common Stock (13910.0)	Direct
2017-02-20	Employee Stock Option (Right to Buy)	$20.1	A	111732	Acquired	2027-02-20	Common Stock (111732.0)	Direct
2017-02-20	Performance Shares	$	A	16583	Acquired	2017-12-31	Common Stock (16583.0)	Direct
2017-02-20	Performance Shares	$	A	16584	Acquired	2018-12-31	Common Stock (16584.0)	Direct
2017-02-20	Performance Shares	$	A	16584	Acquired	2019-12-31	Common Stock (16584.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	308844	Indirect
Common Stock	308844	Indirect

Footnotes

F1: 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.

F2: These securities are held in trust for the benefit of the reporting person. The reporting person is the trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F3: These securities are held in trust for the benefit of the reporting person's spouse. The reporting person's spouse is the trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F4: 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.

F5: 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.

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 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.

F7: 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).

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. 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.

F9: 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.

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 2020, based on achievement of performance measures over a three-year period, following certification by the NG&C Committee of the performance results.