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 ^*
JOHNSTON MICHAEL F

(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)
X | Director | | 10% Owner
| Officer (give title below) | | Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/08/2005

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) | | | | | | | | 21,926 | I | Rabbi Trust | | |
Common Stock ($1.25 par value per share) | | | | | | | | 984 | I | Individual Trust | | |

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) | $26.55 | | | | | | | 05/06/1998 | 05/06/2007 | Common Stock | 1,219 | | 1,219 | D | | | | |
Stock option (right-to-buy) | $13.13 | | | | | | | 04/20/2001 | 04/19/2010 | Common Stock | 2,000 | | 2,000 | D | | | | |
Stock option (right-to-buy) | $25.69 | | | | | | | 04/19/2002 | 04/18/2001 | Common Stock | 1,500 | | 1,500 | D | | | | |
Stock option (right-to-buy) | $32.12 | | | | | | | 04/18/2003 | 04/17/2012 | Common Stock | 1,500 | | 1,500 | D | | | | |
Stock option (right-to-buy) | $14.29 | | | | | | | 04/21/2004 | 04/20/2013 | Common Stock | 1,500 | | 1,500 | D | | | | |
Stock option (right-to-buy) | $26.01 | 11/04/2005^(1) | | D^(2) | | | 3,484 | ^(2) | 07/26/2006 | Common Stock | 3,484 | $26.01 | 0 | D | | | | |
Stock option (right-to-buy) | $26.01 | 11/04/2005^(1) | | A^(2) | | 3,484 | | ^(2) | ^(3) | Common Stock | 3,484 | $26.01 | 3,484 | D | | | | |
Explanation of Responses:
1. For purposes of Section 16(a) under the Securities Exchange Act of 1934, the transaction will be deemed to occur upon shareholder approval of certain stock compensation plan amendments at Issuer's next annual shareholders meeting.
2. For purposes of Section 16(a), upon shareholder approval of the required stock compensation plan amendments, extension of the term of the option will result in a deemed cancellation of the old option and the grant of a replacement option. However, for purposes of section 409A of the Internal Revenue Code of 1986, such extension will not be deemed to involve a cancellation or new grant. The option was originally granted on July 26, 1996 and is fully vested and exercisable.
3. As a result of certain tax considerations discussed in the Issuer's Form 8-K dated December 14, 2005, the option extensions as disclosed in the original Form 4 Report have been partially rescinded so that they continue only until the later of (i) 30 days after the options first becomes lawfully exercisable after the expiration of the securities trading limitations currently applicable to the Issuer's stock option programs or (ii) in the case of options which expire in 2006 under their terms in effect as originally granted, the later of December 31, 2006 or two and one-half months after the date of their respective original expiration dates.
| /s/ Ronald F. Shuff, by power of attorney | 01/30/2006
| ** 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).
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