Sec Form 3 Filing - Lux Neal @ FORUM ENERGY TECHNOLOGIES, INC. - 2020-05-12

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Lux Neal
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)
SVP Operations
(Last) (First) (Middle)
10344 SAM HOUSTON PARK DRIVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
05/12/2020
(Street)
HOUSTON, TX77064
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
Common Stock 797,336 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 Appreciation Rights ( 1 ) ( 2 ) $ 1.45 ( 3 ) 10/31/2022 10/31/2022 Common Stock 325,000 D
Performance Shares ( 4 ) ( 4 ) 12/31/2021( 4 ) Common Stock 30,400 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lux Neal
10344 SAM HOUSTON PARK DRIVE
SUITE 300
HOUSTON, TX77064
SVP Operations
Signatures
/s/ Neal Lux by John C. Ivascu as Attorney-in-Fact 05/18/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an award of stock appreciation rights ( "SARs") granted pursuant to the Forum Energy Technologies, Inc. 2016 Stock and Incentive Plan (the "Plan"). Each SAR represents a contingent right to receive the excess, if any, of the fair market value of one share of Forum Energy Technologies, Inc. (the "Company") common stock, par value $0.01, over the exercise price upon vesting.
( 2 )The SARs vest on the third anniversary of the date of grant (10/31/2019) and will settle in Common Stock or, at the Company's election, in cash, as soon as practicable thereafter, subject to a threshold condition that the average closing price of a share of the Company's common stock over the twenty trading days prior to the settlement date is equal to or greater than $5.00. The SARs will be forfeited upon a termination of employment prior to vesting, except in limited circumstances. In connection with the award hereunder, the Company's Board of Directors amended the 2019 Executive Management Incentive Plan ("EMIP") to provide that the award recipient will receive a maximum payout of 75% of the target payout under the EMIP.
( 3 )The exercise price of each SAR is $1.45 per share, which is 125% of the Company's closing stock price on the date of grant.
( 4 )Each performance share represents a contingent right to receive shares of the Company's 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 0 and 2 shares of common stock in the first quarter of 2022, based on achievement of performance measures over a three year period, following certification by the Compensation Committee of performance results.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.