SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Baldwin David C

(Last)

(First)

(Middle)

920 MEMORIAL CITY WAY

SUITE 1000

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FORUM ENERGY TECHNOLOGIES, INC. [ FET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/28/2012		J		6,741,433	D	$24.75	41,122,089	I	See footnote⁽¹⁾⁽²⁾
Common Stock	12/28/2012		J		6,741,433	A	$24.75	41,122,089	I	See footnote⁽¹⁾⁽²⁾
Common Stock								7,379	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On December 28, 2012, (i) SCF-V, L.P., a Delaware limited partnership ("SCF-V") and SCF-VI, L.P., a Delaware limited partnership ("SCF-VI") caused the distribution of the Issuer's shares of common stock to SCF-V, G.P., Limited Partnership, a Delaware limited partnership and the general partner of SCF-V ("SCF-V GP") and SCF-VI, G.P., Limited Partnership, a Delaware limited partnership and the general partner of SCF-VI ("SCF-VI GP"), respectively, and (2) each of SCF-V GP and SCF-VI GP subsequently contributed such shares to SCF 2012A, LP, a Delaware limited partnership ("SCF 2012A") and SCF 2012B, LP, a Delaware limited partnership ("SCF 2012B"). (continued in footnote 2 below)

2. Each of SCF 2012A and SCF 2012B is the wholly owned subsidiary of the limited partners of SCF-V GP and SCF-VI GP, respectively. Concurrent with the redemption of SCF-V GP's interest in SCF-V, a new general partner, SCF-V GP LLC ("SCF-V GP LLC"), a Delaware limited liability company, was admitted as sole general partner of SCF-V. L.E. Simmons & Associates, Inc., a Delaware corporation ("LESA") is the sole general partner of each of SCF-V GP, SCF-V GP LLC, SCF-VI GP, SCF VII, GP Limited Partnership, SCF 2012A and SCF2012B. Mr. Baldwin serves as a managing director of LESA. As such, Mr. Baldwin may be deemed to have dispositive power over the shares of common stock owned by SCF-V, SCF-VI, SCF-VII, L.P., SCF 2012A and SCF 2012B. Mr. Baldwin disclaims beneficial ownership of such shares.

Remarks:

	/s/ David Baldwin by John C. Ivascu as Attorney-in- Fact	01/02/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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