0001401257-16-000131.txt : 20160222 0001401257-16-000131.hdr.sgml : 20160222 20160222175939 ACCESSION NUMBER: 0001401257-16-000131 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160219 FILED AS OF DATE: 20160222 DATE AS OF CHANGE: 20160222 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: Harris James Whelan CENTRAL INDEX KEY: 0001538456 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35504 FILM NUMBER: 161446223 MAIL ADDRESS: STREET 1: 920 MEMORIAL CITY WAY STREET 2: STE. 800 CITY: HOUSTON STATE: TX ZIP: 77024 4 1 wf-form4_145618196910814.xml FORM 4 X0306 4 2016-02-19 0 0001401257 FORUM ENERGY TECHNOLOGIES, INC. FET 0001538456 Harris James Whelan 920 MEMORIAL CITY WAY SUITE 1000 HOUSTON TX 77024 0 1 0 0 EVP & CFO Common Stock 2016-02-19 4 M 0 928 0 A 262673 D Common Stock 2016-02-19 4 M 0 4015 0 A 266688 D Common Stock 2016-02-19 4 F 0 1318 9.39 D 265370 D Common Stock 2016-02-19 4 A 0 31950 0 A 297320 D Common Stock 2016-02-20 4 F 0 1311 9.39 D 296009 D Common Stock 2016-02-21 4 F 0 1621 9.39 D 294388 D Performance Shares 2016-02-19 4 M 0 3414 D 2015-12-31 Common Stock 0.0 0 D Performance Shares 2016-02-19 4 M 0 3709 D 2015-12-31 Common Stock 928.0 0 D Performance Shares 2016-02-19 4 M 0 5353 D 2015-12-31 Common Stock 4015.0 0 D Employee Stock Option (Right to Buy) 9.39 2016-02-19 4 A 0 77920 0 A 2026-02-19 Common Stock 77920.0 77920 D Performance Shares 2016-02-19 4 A 0 10650 0 A 2017-12-31 Common Stock 10650.0 10650 D Performance Shares 2016-02-19 4 A 0 10650 0 A 2018-12-31 Common Stock 10650.0 10650 D Performance Shares 2016-02-19 4 A 0 10650 0 A 2019-12-31 Common Stock 10650.0 10650 D These shares were surrendered to satisfy tax obligations related to the vesting of performance shares granted on February 21, 2014 and February 20, 2015. Represents an award of restricted stock under the Forum Energy Technologies, Inc. 2010 Stock Incentive Plan (the "Plan"). Each share of restricted stock, par value $0.01 per share, is subject to transferability and other restrictions that lapse upon vesting of the restricted stock. The restricted shares vest according to the following schedule: 1/4 vest on each of the first, second, third and fourth anniversaries of the date of grant (2/19/2016). The restricted stock will be forfeited upon a termination of employment prior to vesting, except in limited circumstances. The restricted stock agreement also includes dividend and voting rights. These shares were surrendered to satisfy the tax obligation related to the vesting of a restricted stock unit award granted on February 20, 2015. These shares were surrendered to satisfy tax obligations related to the vesting of restricted stock unit awards granted on February 21, 2013 and February 21, 2014. These performance shares represent a contingent right to receive Common Stock, based on the Company's total 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 total shareholder return versus the relevant peer group over the three-year period commencing on January 1, 2013 and ending on December 31, 2015, 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 total shareholder return versus that of the Company's peer group. As determined by the NG&C Committee and given the Company's total shareholder return versus the relevant peer group over the two-year period commencing on January 1, 2014 and ending on December 31, 2015, each performance share represents the right to receive 0.25 shares of Common Stock. These performance shares represent a contingent right to receive Common Stock, based on the Company's total shareholder return versus that of the Company's peer group. As determined by the NG&C Committee and given the Company's total shareholder return versus the relevant peer group over the one-year period commencing on January 1, 2015 and ending on December 31, 2015, each performance share represents the right to receive 0.75 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 (2/19/2016). These performance shares represent a contingent right to receive Common Stock, based on the Company's total 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 one-year period, following certification of the performance results by the NG&C Committee. These performance shares represent a contingent right to receive Common Stock, based on the Company's total 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 two-year period, following certification of the performance results by the NG&C Committee. These performance shares represent a contingent right to receive Common Stock, based on the Company's total 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 2019, based on achievement of performance measures over a three-year period, following certification of the performance results by the NG&C Committee. /s/ James W. Harris by John C. Ivascu as Attorney-in- Fact 2016-02-22