FORUM ENERGY TECHNOLOGIES, INC. — Director's Dealing 2020

May 18, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FORUM ENERGY TECHNOLOGIES, INC. (FET)
CIK: 0001401257
Period of Report: 2020-05-12

Reporting Person: Lux Neal (SVP Operations)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	797336	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Appreciation Rights	$1.45	2022-10-31	Common Stock (325000.0)		Direct
Performance Shares	$	2021-12-31	Common Stock (30400.0)		Direct

Footnotes

F1: Represents an award of stock appreciation rights ( "SARs") granted pursuant to the Forum Energy Technologies, Inc. 2016 Stock and Incentive Plan (the "Plan"). Each SAR represents a contingent right to receive the excess, if any, of the fair market value of one share of Forum Energy Technologies, Inc. (the "Company") common stock, par value $0.01, over the exercise price upon vesting.

F2: The SARs vest on the third anniversary of the date of grant (10/31/2019) and will settle in Common Stock or, at the Company's election, in cash, as soon as practicable thereafter, subject to a threshold condition that the average closing price of a share of the Company's common stock over the twenty trading days prior to the settlement date is equal to or greater than $5.00. The SARs will be forfeited upon a termination of employment prior to vesting, except in limited circumstances. In connection with the award hereunder, the Company's Board of Directors amended the 2019 Executive Management Incentive Plan ("EMIP") to provide that the award recipient will receive a maximum payout of 75% of the target payout under the EMIP.

F3: The exercise price of each SAR is $1.45 per share, which is 125% of the Company's closing stock price on the date of grant.

F4: 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.