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^*

Lux Neal

(Last)

(First)

(Middle)

10344 SAM HOUSTON PARK DRIVE

SUITE 300

(Street)

HOUSTON

77064

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2022

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	02/17/2022		M		608⁽¹⁾	A	$0	97,641	D
Common Stock	02/17/2022		F		240⁽²⁾	D	$19.25	97,401	D
Common Stock	02/19/2022		F		3,384⁽³⁾	D	$18.94	94,017	D
Common Stock	02/19/2022		M		7,983	A	⁽⁴⁾	102,000	D
Common Stock	02/19/2022		M		7,983	D	$18.94⁽⁴⁾	94,017	D
Common Stock	02/21/2022		F		885⁽⁵⁾	D	$18.94	93,132	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)
Performance Shares	⁽¹⁾	02/17/2022		M			1,520	⁽¹⁾	12/31/2021	Common Stock	608	$0	0	D
Phantom Restricted Stock Units	⁽⁶⁾⁽⁷⁾	02/18/2022		A		47,519		⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	47,519	$0	47,519	D
Performance Restricted Stock Units	⁽⁸⁾⁽⁹⁾	02/18/2022		A		47,519		⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	47,519	$0	47,519	D
Phantom Stock Units	⁽⁴⁾	02/19/2022		M			7,983	⁽⁴⁾	⁽⁴⁾	Phantom Stock Units	7,983	$0	15,965	D

Explanation of Responses:

1. Reflects the vesting of performance shares granted in February of 2019, which were earned at 40% of target.

2. These shares were surrendered to satisfy tax obligations related to the vesting of performance shares granted on February 15, 2019.

3. These shares were surrendered to satisfy the tax obligations related to the vesting of a restricted stock unit award granted on February 19, 2021.

4. Represents the cash settlement of a portion of phantom stock units granted on February 19, 2021 and that vested on February 19, 2022.

5. These shares were surrendered to satisfy the tax obligations related to the vesting of a restricted stock unit award granted on February 21, 2020.

6. Represents an award of restricted stock units (the "Units") granted pursuant to the Company's Second Amended and Restated 2016 Stock and Incentive Plan (the "Plan"). Each Unit represents a contingent right to receive one share of 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 (2/18/2022). The Units will be forfeited upon a termination of employment prior to vesting, except in limited circumstances. (continued on footnote 7)

7. 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.

8. Represents an award of performance-based units granted pursuant to the Plan. Each unit represents a contingent right to receive one share of the Company's Common Stock, upon the vesting of the units. 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 $23.68, 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: (continued on footnote 9)

9. 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. Any earned units also 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.

Remarks:

	/s/ Neal Lux by John C. Ivascu as Attorney-in-Fact	02/22/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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