Sec Form 4 Filing - Gillespie Keith E. @ FLOWSERVE CORP - 2020-03-25

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 Gillespie Keith E. 2. Issuer Name and Ticker or Trading Symbol FLOWSERVE CORP [ FLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Chief Sales Officer (Last) (First) (Middle) 5215 NORTH O'CONNOR BLVD #2300 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2020 (Street) IRVING, TX75039 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 03/25/2020 M 2,667 A 49,293 D Common Stock 03/25/2020 F 650 D $ 23 48,643 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 Performance Rights ( 1 ) 03/25/2020 M 9,810 ( 1 ) ( 1 ) Common Stock 9,810 $ 0 25,120 ( 2 ) D Restricted Stock Units ( 3 ) ( 3 ) ( 3 ) Common Stock ( 3 ) 18,850 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gillespie Keith E. 5215 NORTH O'CONNOR BLVD #2300 IRVING, TX75039 SVP, Chief Sales Officer Signatures /s/ Akshar C. Patel, attorney-in-fact 03/27/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance right represented a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vested at a rate of 25.8% based on two factors during a three-year performance cycle beginning on January 1, 2017 and ending on December 31, 2019, which are: 1) the issuer's relative total share holder return ("TSR") in comparison to the TSR averages of a predetermined peer group over the performance cycle; and 2) the issuer's return on invested capital measured against the issuer's performance relative to its weighted average cost of capital and relative to a predetermined peer group over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock. ( 2 )The number of performance rights held by Mr. Gillespie following the reported transaction has been adjusted to reflect the correct number of performance rights granted to Mr. Gillespie on February 27, 2019, which was previously overstated and corrected in an amended Form 4 filed with the Commission on March 20, 2020. ( 3 )The number of restricted stock units granted to Mr. Gillespie on February 27, 2019 was previously overstated and corrected in an amended Form 4 filed with the Commission on March 20, 2020. This holding is being included on this Form 4 solely for the purpose of reporting the correct number of restricted stock units held by Mr. Gillespie following that amendment.

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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