FORUM ENERGY TECHNOLOGIES, INC. — Director's Dealing 2018

Feb 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORUM ENERGY TECHNOLOGIES, INC. (FET)
CIK: 0001401257
Period of Report: 2018-02-16

Reporting Person: MCCULLOCH JAMES L (EVP and Gen Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-16	Common Stock	A	20000	—	Acquired	383587	Direct
2018-02-20	Common Stock	F	1463	$11.55	Disposed	382124	Direct
2018-02-21	Common Stock	F	487	$11.50	Disposed	381637	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-16	Employee Stock Option (Right to Buy)	$12.0	A	42830	Acquired	2028-02-16	Common Stock (42830.0)	Direct
2018-02-16	Performance Shares	$	A	6666	Acquired	2018-12-31	Common Stock (6666.0)	Direct
2018-02-16	Performance Shares	$	A	6667	Acquired	2019-12-31	Common Stock (6667.0)	Direct
2018-02-16	Performance Shares	$	A	6667	Acquired	2020-12-31	Common Stock (6667.0)	Direct

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 (2/16/2018). 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 shares were surrendered to satisfy the tax obligations related to the vesting of restricted stock unit awards granted on February 21, 2014, February 20, 2015 and February 20, 2017.

F3: 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 (2/16/2018).

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. 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 one-year period, following certification by the Compensation Committee of the performance results.

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. 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 two-year period, following certification by the Compensation Committee of the performance results.

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. Each performance share will settle for between zero and two shares of Common Stock in the first quarter of 2021, based on achievement of performance measures over a three-year period, following certification by the Compensation Committee of the performance results.