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: 2017-02-20

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
2017-02-20	Common Stock	A	6219	—	Acquired	6219	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2701087	Indirect

Footnotes

F1: Represents an award of restricted stock under the Forum Energy Technologies, Inc. 2016 Stock and 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 stock award vests in full on the one year anniversary of the date of grant, subject to accelerated vesting of the entire award upon a Change in Control (as defined in the Plan). The restricted stock agreement also includes dividend and voting rights.

F2: Represents 2,666,666 shares of common stock that are directly owned by Tinicum FET, LLC, a Delaware limited liability company ("Tinicum FET"), and 27,729 shares of restricted stock and 6,692 restricted stock units previously issued to Mr. O'Toole in connection with his service on Forum Energy Technologies, Inc.'s Board of Directors.

F3: 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.