0001401257-17-000030.txt : 20170221 0001401257-17-000030.hdr.sgml : 20170221 20170221185102 ACCESSION NUMBER: 0001401257-17-000030 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170216 FILED AS OF DATE: 20170221 DATE AS OF CHANGE: 20170221 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: 17626589 MAIL ADDRESS: STREET 1: 920 MEMORIAL CITY WAY STREET 2: STE. 800 CITY: HOUSTON STATE: TX ZIP: 77024 4 1 wf-form4_148772104924700.xml FORM 4 X0306 4 2017-02-16 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 2017-02-16 4 M 0 21300 0 A 315438 D Common Stock 2017-02-16 4 M 0 10706 0 A 326144 D Common Stock 2017-02-16 4 M 0 3710 0 A 329854 D Common Stock 2017-02-16 4 F 0 14504 20.85 D 315350 D Common Stock 2017-02-19 4 F 0 2983 20.10 D 312367 D Common Stock 2017-02-20 4 A 0 16584 0 A 328951 D Common Stock 2017-02-20 4 F 0 1500 20.10 D 327451 D Common Stock 2017-02-21 4 F 0 1995 20.90 D 325456 D Performance Shares 2017-02-16 4 M 0 10650 D 2016-12-31 Common Stock 21300.0 0 D Performance Shares 2017-02-16 4 M 0 5353 D 2016-12-31 Common Stock 10706.0 0 D Performance Shares 2017-02-16 4 M 0 3710 D 2016-12-31 Common Stock 3710.0 0 D Employee Stock Option (Right to Buy) 20.1 2017-02-20 4 A 0 37244 0 A 2027-02-20 Common Stock 37244.0 37244 D Performance Shares 2017-02-20 4 A 0 5528 0 A 2017-12-31 Common Stock 5528.0 5528 D Performance Shares 2017-02-20 4 A 0 5528 0 A 2018-12-31 Common Stock 5528.0 5528 D Performance Shares 2017-02-20 4 A 0 5528 0 A 2019-12-31 Common Stock 5528.0 5528 D These shares were surrendered to satisfy tax obligations related to the vesting of performance shares granted on February 21, 2014, February 20, 2015 and February 19, 2016. These shares were surrendered to the satisfy the tax obligation related to the vesting of a restricted stock award granted on February 19, 2016. Represents an award of restricted stock units (the "Units") granted pursuant to the Forum Energy Technologies, Inc. 2016 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. 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 (2/20/2017). The Units will be forfeited upon a termination of employment prior to vesting, except in limited circumstances. 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 shares were surrendered to the 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 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 one-year period commencing on January 1, 2016 and ending on December 31, 2016, each performance share represents the right to receive two 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 two-year period commencing on January 1, 2015 and ending on December 31, 2016, each performance share represents the right to receive two 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 three-year period commencing on January 1, 2014 and ending on December 31, 2016, each performance share represents the right to receive one share 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 (2/20/2017). 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 zero and two shares of Common Stock in the first quarter of 2018, 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 zero and two shares of Common Stock in the first quarter of 2019, 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 zero and two shares of Common Stock in the first quarter of 2020, based on achievement of performance measures over a three-year period, following certification by the NG&C Committee of the performance results. /s/ James W. Harris by John C. Ivascu as Attorney-in- Fact 2017-02-21