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

OMB APPROVAL

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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 ^*
FERGUSON THOMAS E

(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 & Pres. Flowserve Pump Div.

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2006

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) | 07/15/2006 | | F | | 635 | D | $53 | 46,062 | D | | | |
Common Stock ($1.25 par value per share) | | | | | | | | 4,116 | I | Rabbi Trust | | |
Common Stock ($1.25 par value per share) | | | | | | | | 7,512.28 | 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 | 9,000 | | 9,000 | D | | | | |
Stock Option (right-to-buy) | $19.15 | | | | | | | ^(2) | 07/17/2013 | Common Stock | 15,000 | | 15,000 | D | | | | |
Stock Option (right-to-buy) | $24.84 | | | | | | | ^(2) | 07/17/2012 | Common Stock | 3,200 | | 3,200 | D | | | | |
Stock Option (right-to-buy) | $27.12 | | | | | | | ^(2) | 07/18/2011 | Common Stock | 4,000 | | 4,000 | D | | | | |
Stock Option (right-to-buy) | $17.81 | | | | | | | ^(2) | 08/22/2010 | Common Stock | 3,000 | | 3,000 | D | | | | |
Stock Option (right-to-buy) | $17 | | | | | | | ^(2) | 08/03/2009 | Common Stock | 3,167 | | 3,167 | D | | | | |
Stock Option (right-to-buy) | $30 | | | | | | | ^(2) | 10/23/2007 | Common Stock | 3,900 | | 3,900 | D | | | | |
Stock Option (right-to-buy) | $24.9 | | | | | | | ^(3) | 02/16/2015 | Common Stock | 12,000 | | 12,000 | D | | | | |
Stock Option (right-to-buy) | $30.95 | | | | | | | ^(4) | 07/13/2015 | Common Stock | 12,000 | | 12,000 | D | | | | |
Stock Option (right-to-buy) | $48.17 | | | | | | | ^(5) | 02/15/2016 | Common Stock | 17,600 | | 17,600 | D | | | | |
Explanation of Responses:
1. 6,000 option shares are vested and exercisable and the remaining 3,000 option shares vest on July 15, 2007.
2. The option shares are fully vested and exercisable.
3. 4,000 option shares are vested and exercisable and the remaining 8,000 option shares vest in two equal installments on February 16, 2007 and February 16, 2008.
4. 4,000 option shares are vested and exercisable and the remaining 8,000 option shares vest in two equal annual installments on July 14, 2007 and July 14, 2008.
5. The option shares vest and become exersisable as follows: 5,867 on February 16, 2007; 5,866 shares on February 16, 2008 and 5,867 shares on February 16, 2009.
Remarks:
| /s/ Tara D. Mackey, attorney in fact | 07/19/2006
| ** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

The undersigned, Thomas E. Ferguson, being an Officer of Flowserve Corporation
(the "Company"), hereby appoints Ronald F. Shuff,  Tara D. Mackey and Mark A.
Blinn, or any one of them, as his agent and attorney-in-fact to prepare and
execute, on his behalf, all reports required, in the judgment of Ronald F.
Shuff, Tara D. Mackey or Mark A. Blinn, to be filed with the Securities and
Exchange Commission involving his transactions in the securities of the Company,
including, without limitation, the filing of all his required Form 3, Form 4 and
Form 5 reports.

This Power of Attorney shall extend until revoked in writing by the undersigned
or until the undersigned is no longer subject to the requirements of Section 16
of the Securities Exchange Act due to termination of his role as an Officer of
the Company.

/s/ Thomas E. Ferguson
Thomas E. Ferguson

Dated: February 28, 2005