0001401257-15-000046.txt : 20150223 0001401257-15-000046.hdr.sgml : 20150223 20150223142800 ACCESSION NUMBER: 0001401257-15-000046 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150219 FILED AS OF DATE: 20150223 DATE AS OF CHANGE: 20150223 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FORUM ENERGY TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001401257 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 611488595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 920 MEMORIAL CITY WAY STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 713-351-7900 MAIL ADDRESS: STREET 1: 920 MEMORIAL CITY WAY STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: FORUM OILFIELD TECHNOLOGIES, INC. DATE OF NAME CHANGE: 20100726 FORMER COMPANY: FORMER CONFORMED NAME: FORUM OILFIELD TECHNOLOGIES INC DATE OF NAME CHANGE: 20070529 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAUT C CHRISTOPHER CENTRAL INDEX KEY: 0001191238 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35504 FILM NUMBER: 15639239 MAIL ADDRESS: STREET 1: 1401 MCKINNEY STREET STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77010 4 1 wf-form4_142471966970240.xml FORM 4 X0306 4 2015-02-19 0 0001401257 FORUM ENERGY TECHNOLOGIES, INC. FET 0001191238 GAUT C CHRISTOPHER 920 MEMORIAL CITY WAY SUITE 1000 HOUSTON TX 77024 1 1 0 0 President, CEO & COB Common Stock 2015-02-19 4 M 0 6955 0 A 694370 D Common Stock 2015-02-20 4 A 0 60220 0 A 754590 D Common Stock 161972 I See Footnote Common Stock 161972 I See Footnote Performance Shares 2015-02-19 4 M 0 13650 D 2014-12-31 Common Stock 0.0 0 D Performance Shares 2015-02-19 4 M 0 13909 D 2014-12-31 Common Stock 6955.0 0 D Employee Stock Option (Right to Buy) 18.68 2015-02-20 4 A 0 170710 0 A 2025-02-20 Common Stock 170710.0 170710 D Performance Shares 2015-02-20 4 A 0 20073 0 A Common Stock 20073.0 20073 D Performance Shares 2015-02-20 4 A 0 20073 0 A Common Stock 20073.0 20073 D Performance Shares 2015-02-20 4 A 0 20074 0 A Common Stock 20074.0 20074 D These restricted stock units (the "Units") are granted pursuant to the Forum Energy Technologies, Inc. 2010 Stock 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: 1/4 vest on each of the first, second, third and fourth anniversaries of the date of grant (2/20/2015), subject to accelerated vesting of the entire award upon a Change in Control (as defined in the Plan). 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. 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. 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. 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 Nominating, Governance & Compensation Committee ("NG&C Committee") and given the Company's relative shareholder return versus the relevant peer group over the two-year period commencing on January 1, 2013 and ending on December 31, 2014, each performance share represents the right to receive 0 shares of Common Stock. 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 NG&C Committee and given the Company's relative shareholder return versus the relevant peer group over the one-year period commencing on January 1, 2014 and ending on December 31, 2014, each performance share represents the right to receive 0.5 shares of Common Stock. These options are exercisable in accordance with the following schedule: 1/4 of the options become exercisable on each of the first, second, third and fourth anniversaries of the date of grant (2/20/2015). 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. Each performance share will settle for between 0 and 2 shares of Common Stock in the first quarter of 2016, based on achievement of performance measures over a one-year period, following certification by the NG&C Committee of the performance results. 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. Each performance share will settle for between 0 and 2 shares of Common Stock in the first quarter of 2017, based on achievement of performance measures over a two-year period, following certification by the NG&C Committee of the performance results. 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. Each performance share will settle for between 0 and 2 shares of Common Stock in the first quarter of 2018, based on achievement of performance measures over a three-year period, following certification by the NG&C Committee of the performance results. /s/ C. Christopher Gaut by John C. Ivascu as Attorney-in- Fact 2015-02-23