Sec Form 4 Filing - Rowe Robert Scott @ FLOWSERVE CORP - 2022-02-15

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 Rowe Robert Scott 2. Issuer Name and Ticker or Trading Symbol FLOWSERVE CORP [ FLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 5215 N. O'CONNOR BLVD., SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2022 (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 02/15/2022 M 23,414 A 219,501 D Common Stock 02/15/2022 F 10,638 D $ 32.62 208,863 D Common Stock 02/16/2022 M 24,876 A $ 0 233,739 D Common Stock 02/16/2022 F 9,764 D $ 33.36 223,975 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 I ndirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 2 ) 02/15/2022 A 87,893 ( 2 ) ( 2 ) Common Stock 87,893 $ 0 329,277 D Performance Rights ( 3 ) 02/15/2022 A 87,893 ( 3 ) ( 3 ) Common Stock 87,893 $ 0 287,023 D Performance Rights ( 1 ) 02/15/2022 M 65,680 ( 1 ) ( 1 ) Common Stock 65,680 $ 0 221,343 D Restricted Stock Units ( 2 ) 02/16/2022 M 24,333 ( 2 ) ( 2 ) Common Stock 24,333 $ 0 304,944 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rowe Robert Scott 5215 N. O'CONNOR BLVD. SUITE 700 IRVING, TX75039 X President & CEO Signatures /s/ Shakeeb U. Mir, attorney-in-fact 02/17/2022 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 33.3% (plus dividends accrued on the underlying shares) based on two factors during the three-year performance cycle beginning on January 1, 2019 and ending on December 31, 2021, which are: 1) the issuer's relative total shareholder return ("TSR") in comparison to the TSR averages of a predetermined compensation peer group over the performance cycle; and 2) the issuer's return on invested capital ("ROIC") measured against the issuer's targeted ROIC improvement under its operating plan. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock. ( 2 )Each restricted stock unit represents the right to receive, at settlement, one share of common stock (plus dividends accrued on the underlying shares) and are granted to the reporting person pursuant to the issuer's long-term incentive compensation plan for employees. The shares vest ratably over a three-year period on each annual anniversary of the grant. ( 3 )Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% and are based on two factors during a three-year performance cycle beginning on January 1, 2022 and ending on December 31, 2024 which are: 1) the issuer's return on invested capital ("ROIC") measured against the issuer's targeted ROIC improvement under its operating plan for each calendar year during the performance period; and 2) the issuer's free cash flow ("FCF") as a percentage of net income over the entire performance period. The performance rights are also subject to 15% payout modifier (positive or negative) based on the issuer's relative total shareholder return ("TSR") in comparison to the TSR averages of companies that comprise the S&P 500 Industrial Index for the entire performance period. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

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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