SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |

1. Name and Address of Reporting Person ^*
JACKO JOHN H

(Last) | (First) | (Middle)
5215 N. O'CONNOR BLVD.
SUITE 2300

(Street)
IRVING | TX | 75039

(City) | (State) | (Zip)

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)
VP-Strategy, Mkt. & Comm.

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
X | Form filed by One Reporting Person
| Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 ($1.25 par value per share) | 07/13/2005 | | A | | 5,500 | A | $30.95 | 11,250 | D | | | |
Common Stock ($1.25 par value per share) | | | | | | | | 73 | I | 401(k) | | |

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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 option (right-to-buy) | $22.9 | | | | | | | ^(1) | 07/15/2014 | Common Stock | 5,500 | | 5,500 | D | | | | |
Restricted Common Stock ($1.25 par value per share) | $0^(2) | | | | | | | ^(3) | ^(4) | Common Stock | 3,500 | | 3,500 | D | | | | |
Stock option (right-to-buy) | $19.15 | | | | | | | ^(5) | 07/17/2013 | Common Stock | 7,500 | | 7,500 | D | | | | |
Restricted Common Stock ($1.25 par value per share) | $0^(2) | | | | | | | ^(6) | 07/17/2013 | Common Stock | 5,000 | | 5,000 | D | | | | |
Stock option (right-to-buy) | $24.84 | | | | | | | ^(7) | 07/17/2012 | Common Stock | 3,000 | | 3,000 | D | | | | |
Restricted Common Stock ($1.25 par value per share) | $0^(2) | | | | | | | ^(8) | ^(4) | Common Stock | 3,500 | | 3,500 | D | | | | |
Stock Option (right-to-buy) | $24.9 | | | | | | | ^(9) | 02/16/2015^(4) | Common Stock | 5,500 | | 5,500 | D | | | | |
Stock Option (right-to-buy) | $30.95 | 07/13/2005 | | A | | 9,000 | | ^(10) | 07/13/2015 | Common Stock | 9,000 | $30.95 | 9,000 | D | | | | |
Explanation of Responses:
1. The option shares vest in three (3) equal annual installments beginning on July 15, 2005, with the remaining thirds vesting on July 15, 2006 and July 15, 2007, respectively.
2. The shares of Restricted Common Stock shall be valued at the fair market value upon each vesting date. A conversion or exercise price is not applicable.
3. One-third of the shares of Restricted Common Stock vests on July 15, 2005, with the remaining thirds vesting on July 15, 2006 and July 15, 2007, respectively.
4. The lapse of the restrictions on the shares of Restricted Common Stock is contingent upon continued employment with the Issuer. An expiration date is not applicable.
5. 3,589 option shares are vested and fully exercisable; another 1,411 option shares vest on July 17, 2005 and the remaining 2,500 option shares vest on July 17, 2006.
6. 2,500 shares of Restricted Common Stock vest on July 17, 2005 and the remaining 2,500 shares of Restricted Stock vest on July 17, 2006.
7. 2,000 option shares are fully vested and exercisable, the remaining 1,000 option shares vest on July 17, 2005.
8. One-third of the shares of Restricted Common Stock vests on February 16, 2006, with the remaining thirds vesting on February 16, 2007 and February 16, 2008, respectively.
9. The option shares vest and become exercisable in three (3) equal annual installments commencing on February 16, 2006, February 16, 2007 and February 16, 2008, respectively.
10. The option shares vest and become exercisable in three (3) equal annual installments commencing on July 14, 2006, July 14, 2007 and July 14, 2008, respectively.
| /s/ Ronald F. Shuff, by power of attorney | 07/14/2005
| ** Signature of Reporting Person | Date
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.
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