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^*

GAUT C CHRISTOPHER

(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)

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

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		6,000⁽¹⁾	A	$0	307,985	D
Common Stock	02/17/2022		M		2,276⁽¹⁾	A	$0	310,261	D
Common Stock	02/19/2022		M		11,159	A	⁽²⁾	321,420	D
Common Stock	02/19/2022		M		11,159	D	$18.94⁽²⁾	310,261	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			15,000	⁽¹⁾	12/31/2021	Common Stock	6,000	⁽¹⁾	0	D
Performance Shares	⁽¹⁾	02/17/2022		M			5,690	⁽¹⁾	12/31/2021	Common Stock	2,276	⁽¹⁾	0	D
Phantom Stock Units	⁽²⁾	02/19/2022		M			11,159	⁽²⁾	⁽²⁾	Phantom Stock Units	11,159	$0	22,317	D
Phantom Stock Units	⁽³⁾	02/18/2022		A		33,085		⁽³⁾	⁽³⁾	Common Stock	33,085	$0	33,085	D

Explanation of Responses:

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

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

3. Represents an award of cash-settled phantom units (the "Phantom Units") granted pursuant to the Forum Energy Technologies, Inc. Second Amended and Restated 2016 Stock and Incentive Plan (the "Plan"). Each Phantom Unit represents a contingent right to receive a cash payment equivalent to the fair market value of one share of Common Stock, upon the vesting of the Phantom Units. The Phantom Units may vest based on continuous service according to the following schedule: 1/2 on each of the first and second anniversaries of the grant date. The Phantom Units will be forfeited upon a termination of service prior to vesting, except in limited circumstances. The Phantom Units also include dividend equivalent rights that entitle the reporting person to the same dividends that would be payable if the Phantom Units were shares of Common Stock outstanding at the time such dividends were issued. The credited dividends will be paid concurrently with the settlement of the Phantom Units.

Remarks:

	/s/ C. Christopher Gaut 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.
* 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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