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: GAUT C CHRISTOPHER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-15	Common Stock	M	20074	—	Acquired	948644	Direct
2018-02-15	Common Stock	M	59906	—	Acquired	1008550	Direct
2018-02-15	Common Stock	M	0	—	Acquired	1008550	Direct
2018-02-16	Common Stock	A	12500	—	Acquired	1021050	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-15	Performance Shares	$	M	20074	Disposed	2017-12-31	Common Stock (20074.0)	Direct
2018-02-15	Performance Shares	$	M	39937	Disposed	2017-12-31	Common Stock (59906.0)	Direct
2018-02-15	Performance Shares	$	M	16583	Disposed	2017-12-31	Common Stock (0.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	280628	Indirect
Common Stock	280628	Indirect

Footnotes

F1: Represents an award of restricted stock units under the Forum Energy Technologies, Inc. 2016 Stock Incentive Plan (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of common stock, par value $0.01 per share, upon vesting of the restricted stock units. The restricted stock unit 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 unit agreement also includes dividend equivalent rights that entitle the reporting person to the same dividends that would be payable were the shares of common stock underlying the restricted stock units actually outstanding at the time such dividends were issued.

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 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.

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 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.

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 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.