Kirk Wilson - May 15, 2022 Form 4 Insider Report for FLOWSERVE CORP (FLS)

Role: President, FCD
Signature: Shakeeb Mir, attorney-in-fact
Stock symbol: FLS
Transactions as of: May 15, 2022
Transactions value $: -$16,597
Form type: 4
Date filed: 5/16/2022, 06:47 PM
Previous filing: Mar 1, 2022
Next filing: Feb 23, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FLS	Common Stock	Options Exercise	$0	+278	+0.58%	$0.00	48.1K	May 15, 2022	Direct
transaction	FLS	Common Stock	Tax liability	-$8.3K	-278	-0.58%	$29.85	47.8K	May 15, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FLS	Performance Rights	Options Exercise	-$8.3K	-278	-1.07%	$29.85	25.8K	May 15, 2022	Common Stock	278		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the applicable award agreements, restricted stock units granted to Mr. Wilson continue to vest over the original vesting period without regard to his continued service once he has attained a minimum age of 55 and has completed 10 years of continuous service with the Company. As a result of Mr. Wilson's having met these age and service requirements, these restricted stock units were forfeited back to the Company to satisfy certain tax requirements attributable to outstanding awards as a result of this provision.
F2	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 target ROIC 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 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.

Content

Pursuant to the applicable award agreements, restricted stock units granted to Mr. Wilson continue to vest over the original vesting period without regard to his continued service once he has attained a minimum age of 55 and has completed 10 years of continuous service with the Company. As a result of Mr. Wilson's having met these age and service requirements, these restricted stock units were forfeited back to the Company to satisfy certain tax requirements attributable to outstanding awards as a result of this provision.

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 target ROIC 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 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.