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

Feb 20, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORUM ENERGY TECHNOLOGIES, INC. (FET)
CIK: 0001401257
Period of Report: 2018-02-15

Reporting Person: Iyyanki Prady (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-15	Common Stock	M	7137	—	Acquired	249447	Direct
2018-02-15	Common Stock	M	21300	—	Acquired	270747	Direct
2018-02-16	Common Stock	A	82670	—	Acquired	353417	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-15	Performance Shares	$	M	7137	Disposed	2017-12-31	Common Stock (7137.0)	Direct
2018-02-15	Performance Shares	$	M	14200	Disposed	2017-12-31	Common Stock (21300.0)	Direct
2018-02-15	Performance Shares	$	M	8292	Disposed	2017-12-31	Common Stock (0.0)	Direct
2018-02-16	Employee Stock Option (Right to Buy)	$12.0	A	177020	Acquired	2028-02-16	Common Stock (177020.0)	Direct
2018-02-16	Performance Shares	$	A	27556	Acquired	2018-12-31	Common Stock (27556.0)	Direct
2018-02-16	Performance Shares	$	A	27557	Acquired	2019-12-31	Common Stock (27557.0)	Direct
2018-02-16	Performance Shares	$	A	27557	Acquired	2020-12-31	Common Stock (27557.0)	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 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 Compensation Committee ("the Compensation Committee") and given the Company's relative shareholder return versus the relevant peer group over the three-year period commencing on January 1, 2015 and ending on December 31, 2017, each performance share represents the right to receive one share of Common Stock.

F3: 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 the Compensation Committee and given the Company's relative shareholder return versus the relevant peer group over the two-year period commencing on January 1, 2016 and ending on December 31, 2017, each performance share represents the right to receive 1.5 shares of Common Stock.

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 the Compensation Committee and given the Company's relative shareholder return versus the relevant peer group over the one-year period commencing on January 1, 2017 and ending on December 31, 2017, each performance share represents the right to receive zero shares of Common Stock.

F5: 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).

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 2019, based on achievement of performance measures over a one-year period, following certification by the Compensation Committee of the performance results.

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. 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.

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 2021, based on achievement of performance measures over a three-year period, following certification by the Compensation Committee of the performance results.