FORUM ENERGY TECHNOLOGIES, INC. — Director's Dealing 2019

Feb 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORUM ENERGY TECHNOLOGIES, INC. (FET)
CIK: 0001401257
Period of Report: 2019-02-14

Reporting Person: GAUT C CHRISTOPHER (Director, CEO & COB)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-15	Common Stock	A	113809	—	Acquired	1536081	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-14	Performance Shares	$	M	39937	Disposed	2018-12-31	Common Stock (0.0)	Direct
2019-02-14	Performance Shares	$	M	16584	Disposed	2018-12-31	Common Stock (0.0)	Direct
2019-02-15	Performance Shares	$	A	113809	Acquired	2021-12-31	Common Stock (113809.0)	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: 1/3 vest on each of the first, second, and third anniversaries of the date of grant (2/15/2019). 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: 230,913 shares of Common Stock are held in trust for the benefit of the reporting person. The reporting person no longer maintains a pecuniary interest in such shares. In addition, 230,913 shares of Common Stock are held in trust for the benefit of the reporting person's spouse. The reporting person's spouse no longer maintains a pecuniary interest in such shares.

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 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, 2016 and ending on December 31, 2018, each performance share represents the right to receive zero 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 two-year period commencing on January 1, 2017 and ending on December 31, 2018, each performance share represents the right to receive zero shares of Common Stock.

F5: Each performance share represents a contingent right to receive shares of the Company's 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 0 and 2 shares of common stock in the first quarter of 2022, based on achievement of performance measures over a three year period, following certification by the Compensation Committee of performance results.