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 ^*
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, Division President-FPD

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006

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) | | | | | | | | 7,468 | I | 401(k) | | |
Common Stock ($1.25 par value per share) | | | | | | | | 2,829 | I | Rabbi Trust | | |
Common Stock ($1.25 par value per share) | 02/15/2006 | | A | | 10,800 | A | $48.17 | 47,470^(1) | 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 (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 | | | | | | | ^(2) | 07/15/2014 | Common Stock | 9,000 | | 9,000 | D | | | | |
Stock option (right-to-buy) | $19.15 | | | | | | | ^(3) | 07/17/2013 | Common Stock | 15,000 | | 15,000 | D | | | | |
Stock option (right-to-buy) | $24.84 | | | | | | | ^(4) | 07/17/2012 | Common Stock | 3,200 | | 3,200 | D | | | | |
Stock option (right-to-buy) | $27.12 | | | | | | | ^(5) | 07/18/2011 | Common Stock | 4,000 | | 4,000 | D | | | | |
Stock option (right-to-buy) | $17.81 | | | | | | | ^(6) | 08/22/2010 | Common Stock | 3,000 | | 3,000 | D | | | | |
Stock option (right-to-buy) | $17 | | | | | | | ^(7) | 08/03/2009 | Common Stock | 1,752 | | 1,752 | D | | | | |
Stock option (right-to-buy) | $17 | | | | | | | ^(8) | 08/03/2009 | Common Stock | 1,415 | | 1,415 | D | | | | |
Stock option (right-to-buy) | $30 | | | | | | | ^(9) | 10/23/2007 | Common Stock | 3,900 | | 3,900 | D | | | | |
Stock option (right-to-buy) | $24.9 | | | | | | | ^(10) | 02/16/2015 | Common Stock | 12,000 | | 12,000 | D | | | | |
Stock option (right-to-buy) | $30.95 | | | | | | | ^(11) | 07/13/2015 | Common Stock | 12,000 | | 12,000 | D | | | | |
Stock option (right-to-buy) | $48.17 | 02/15/2006 | | A | | 17,600 | | ^(12) | 02/15/2016 | Common Stock | 17,600 | $48.17 | 17,600 | D | | | | |
Explanation of Responses:
1. The reporting person previously reported grants by issuer of restricted common stock on Table II. As the restricted common stock has vested, the vesting was previously reported as a settlement of a derivative security. The reporting person will begin reporting these grants on Table I. Accordingly, this amount reflects the total shares of restricted common stock previously granted to the reporting person. New grant represents 10,800 shares of restricted common stock that will vest in three (3) equal installments commencing on February 16, 2007 and then on February 16, 2008 and February 16, 2009, respectively.
2. Option shares vest and become exercisable in three (3) equal annual installments commencing on July 15, 2005 and then on July 15, 2006 and July 15, 2007, respectively.
3. 10,621 option shares are fully vested and exercisable; the remaining 4,379 option shares vest on July 17, 2006.
4. 2,133 option shares are fully vested and exercisable; the remaining 1,067 option shares vest on July 17, 2005
5. Option shares are fully vested and exercisable.
6. Option shares are fully vested and exercisable.
7. Option shares are fully vested and exercisable.
8. Option shares are fully vested and exercisable.
9. Option shares are fully vested and exercisable.
10. 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.
11. 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.
12. The option shares vest and become exercisable in three (3) equal annual installments commencing on February 16, 2007 and then on February 16, 2008 amd February 16,2009, respectively.
| /s/ Tara D. Mackey, by power of attorney | 02/17/2006
| ** 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.