FORUM ENERGY TECHNOLOGIES, INC. — Director's Dealing 2021

Feb 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORUM ENERGY TECHNOLOGIES, INC. (FET)
CIK: 0001401257
Period of Report: 2021-02-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-19	Common Stock	A	66524	—	Acquired	310385	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-19	Phantom Stock Units	$	A	66524	Acquired		Phantom Stock Units (66524.0)	Direct

Footnotes

F1: Represents an award of restricted stock units (the "Units") granted pursuant to the Forum Energy Technologies, Inc. 2016 Second Amended and Restated 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. (Continued on Footnote 2)

F2: The Units are divided equally into three tranches and there are two conditions for vesting of each tranche: (i) achieving a minimum stock price threshold and (ii) continuous service. In respect of the minimum stock price threshold, the closing price of the Company's Common Stock must equal or exceed a threshold price of $23.49, which is 125% of the Company's closing stock price on the grant date, for a total of twenty trading days during the following time periods: Tranche 1: grant date through the third anniversary of the grant date; Tranche 2: first anniversary of the grant date through the third anniversary of the grant date; Tranche 3: second anniversary of the grant date through the third anniversary of the grant date. (continued on footnote 3)

F3: The Units may vest based on continuous service according to the following schedule: 1/3 on each of the first, second, and third anniversaries of the grant date. Vesting for any tranche will occur on the applicable anniversary date on or following satisfaction of the minimum price threshold condition. The Units will be forfeited upon a termination of employment prior to vesting, except in limited circumstances. (continued on footnote 4)

F4: 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.

F5: Represents an award of cash-settled phantom units (the "Phantom Units") granted pursuant to the Forum Energy Technologies, Inc. 2016 Second Amended and Restated Stock and Incentive Plan (the "Plan"). Each Phantom Unit represents a contingent right to receive a cash payment equivalent to the fair market value of one share of Common Stock, upon the vesting of the Phantom Units. The Phantom Units may vest based on continuous service according to the following schedule: 1/3 on each of the first, second, and third anniversaries of the grant date. The Phantom Units will be forfeited upon a termination of employment prior to vesting, except in limited circumstances. The Phantom Units also include dividend equivalent rights that entitle the reporting person to the same dividends that would be payable if the Phantom Units were shares of Common Stock outstanding at the time such dividends were issued. The credited dividends will be paid concurrently with the settlement of the Phantom Units.