Sec Form 4 Filing - Parmentier Thierry @ TechnipFMC plc - 2017-01-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Parmentier Thierry 2. Issuer Name and Ticker or Trading Symbol TechnipFMC plc [ FTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Human Resources (Last) (First) (Middle) ONE ST. PAUL'S CHURCHYARD 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2017 (Street) LONDON, X0EC4M 8AP 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Ordinary Shares 01/17/2017 A 81,200 A 81,200 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) ( 2 ) ( 3 ) ( 4 ) 01/17/2017 A 28,320 ( 3 ) ( 4 ) 06/17/2018 Ordinary Shares ( 2 ) 28,320 ( 2 ) 28,320 D Stock Option (Right to Buy) ( 2 ) ( 3 ) ( 5 ) 01/17/2017 A 21,288 ( 3 ) ( 5 ) 06/15/2019 Ordinary Shares ( 2 ) 21,288 ( 2 ) 21,288 D Stock Option (Right to Buy) ( 2 ) ( 3 ) ( 6 ) 01/17/2017 A 24,000 ( 3 ) ( 6 ) 06/14/2021 Ordinary Shares ( 2 ) 24,000 ( 2 ) 24,000 D Stock Option (Right to Buy) ( 2 ) ( 3 ) ( 7 ) 01/17/2017 A 50,000 ( 3 ) ( 7 ) 09/07/2023 Ordinary Shares ( 2 ) 50,000 ( 2 ) 50,000 D Stock Option (Right to Buy) ( 2 ) ( 3 ) ( 8 ) 01/17/2017 A 50,000 ( 3 ) ( 8 ) 07/01/2024 Ordinary Shares ( 2 ) 50,000 ( 2 ) 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Parmentier Thierry ONE ST. PAUL'S CHURCHYARD LONDON, X0EC4M 8AP EVP, Human Resources Signatures Lisa P. Wang, Attorney-In-Fact 01/18/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Business Combination Agreement, dated as of June 14, 2016 (the "BCA") by and among the Issuer, FMC Technologies, Inc. ("FMCTI") and Technip S.A. ("Technip"), each ordinary share of Technip beneficially owned by the Reporting Person at the effective time of the transactions contemplated by the BCA (the "Effective Time") was exchanged for 2.00 ordinary shares of the Issuer (the "Exchange Ratio"). ( 2 )Pursuant to the BCA, each option to purchase or subscribe for Technip ordinary shares (a "Technip Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was converted into an option to purchase ordinary shares of the Issuer (an "Issuer Option"), subject to the terms of the BCA. ( 3 )Pursuant to the BCA, (i) the number of ordinary shares of the Issuer subject to each Issuer Option is equal to the product of (x) the number of ordinary shares of Technip subject to the Technip Option immediately prior to the Effective Time and (y) the Exchange Ratio (rounded down to the nearest whole number) and (ii) each Issuer Option has an exercise price per ordinary share of the Issuer equal to (a) the exercise price per ordinary share of Technip immediately prior to the Effective Time divided by (b) the Exchange Ratio (rounded up to the nearest whole cent), subject to the terms of the BCA. ( 4 )The option is fully vested and immediately exercisable at an exercise price of 36.35EUR per ordinary share. ( 5 )The option is fully vested and immediately exercisable at an exercise price of 37.27EUR per ordinary share. ( 6 )The option will vest on June 14, 2017 and will be exercisable at an exercise price of 42.87EUR per ordinary share. ( 7 )The option will vest on September 7, 2019 and will be exercisable at an exercise price of 23.92EUR per ordinary share. ( 8 )The option will vest on July 1, 2020 and will be exercisable at an exercise price of 24.17EUR per ordinary share.

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).

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