Sec Form 4 Filing - Michael Marc G. @ SPX FLOW, Inc. - 2022-04-05

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 Michael Marc G. 2. Issuer Name and Ticker or Trading Symbol SPX FLOW, Inc. [ FLOW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O SPX FLOW, INC., 13320 BALLANTYNE CORPORATE PLACE 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2022 (Street) CHARLOTTE, NC28277 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 04/05/2022 J 115,610 D 13,820 D Common Stock 04/05/2022 D 13,820 D $ 86.5( 2 ) 0 D Common Stock 04/05/2022 D 89,080 D $ 86.5( 2 ) 0 I By Trust Common Stock 04/05/2022 D 2,151 D $ 86.5( 2 ) 0 I 401(k) Plan

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 Restricted Stock Unit $ 0 04/05/2022 D 15,007 ( 3 ) ( 3 ) Common Stock 15,007 ( 4 ) 0 D Restricted Stock Unit $ 0 04/05/2022 D 12,162 ( 5 ) ( 5 ) Common Stock 12,162 ( 4 ) 0 D Employee stock option to purchase common stock $ 61.29 04/05/2022 D 15,801 ( 6 ) 01/02/2025 Common Stock 15,801 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Michael Marc G. C/O SPX FLOW, INC. 13320 BALLANTYNE CORPORATE PLACE CHARLOTTE, NC28277 X President and CEO Signatures Peter Ryan, Attorney In Fact for Marc G. Michael 04/05/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to that certain Contribution Agreement by and between Reporting Person and LSF11 Redwood Acquisitions, LLC, a Delaware limited liability company ("Parent"), dated as of April 5, 2022, Reporting Person rolled over 115,610 shares of common stock in exchange for equity interests in an affiliate of Parent having an aggregate value of $10,000,265. ( 2 )Disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated as of December 12, 2021, by and among the Company, Parent, and Redwood Star Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, in exchange for a cash payment of $86.50 per share. ( 3 )The restricted stock units were originally scheduled to vest in three equal annual installments beginning on February 27, 2021. The tranche vesting in Q1 of 2022 of this award was accelerated by the compensation committee of the Issuer's Board of Directors on December 20, 2021, in connection with the Merger Agreement. ( 4 )Pursuant to the terms of the Merger Agreement, upon consummation of the transactions contemplated thereby, each Restricted Stock Unit was automatically canceled and converted into the right to receive an amount in cash, without interest and less applicable taxes, equal to (1) the total number of shares of common stock subject to such Restricted Stock Unit multiplied by (2) $86.50. ( 5 )The restricted stock units were originally scheduled to vest in three equal annual installments beginning on February 24, 2022. The tranche vesting in Q1 of 2022 of this award was accelerated by the compensation committee of the Issuer's Board of Directors on December 20, 2021, in connection with the Merger Agreement. ( 6 )This fully vested option was cancelled in connection with the Merger Agreement in exchange for a cash payment of $398,343.21, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($86.50 per 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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