SEC Form 3
FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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	

OMB Number:	
3235-0104	

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1. Name and Address of Reporting Person *
Brooks, Wendell R.	

(Last)	
(First)	
(Middle)	

920 MEMORIAL CITY WAY	

SUITE 800	

(Street)
HOUSTON	
TX	
77024	

(City)	
(State)	
(Zip)	

	2. Date of Event Requiring Statement (Month/Day/Year)
04/11/2012	3. Issuer Name and Ticker or Trading Symbol
FORUM ENERGY TECHNOLOGIES, INC. [ FET ]	 	
 	 	4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
 	
Director	
 	
10% Owner	

X	
Officer (give title below)	
 	
Other (specify below)	

EVP,Pr-Pro & Infrastructure	

	5. 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 Beneficially Owned	
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)	
Common Stock	138,972	D	 	
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)	 	
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)	3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)	 	
 	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	 	 	 	 	
Stock Option	(1)	09/30/2017	Common Stock	128,279	5.85	D	 	 	
Stock Option	(1)	10/21/2017	Common Stock	128,279	5.85	D	 	 	
Stock Option	(2)	11/20/2018	Common Stock	17,094	5.85	D	 	 	
Stock Option	(3)	12/16/2019	Common Stock	12,802	5.85	D	 	 	
Stock Option	(4)	08/01/2020	Common Stock	259,000	7.68	D	 	 	
Common Stock Warrants (right to buy)	08/31/2010	(5)	Common Stock	15,170	7.68(6)	D	 	 	
Explanation of Responses:	
1. These options, granted under the Allied Production Services, Inc. 2007 Long-Term Incentive Plan, are all exercisable.	
2. 12,839 of these options, granted under the Allied Production Services, Inc. 2007 Long-Term Incentive Plan, are exercisable. The remaining 4,255 options become exercisable on the fourth anniversary of the date of grant (11/21/2008).	
3. 6,401 of these options, granted under the Allied Production Services, Inc. 2007 Long-Term Incentive Plan, are exercisable. The remaining 6,401 options are exercisable in accordance with the following schedule: 1/2 of the options become exercisable on each of the third and fourth anniversaries of the date of grant (12/17/2009).	
4. 64,750 of these options, granted under the Forum Energy Technologies, Inc. 2010 Stock Incentive Plan, are currently exercisable. The remaining 194,250 options are exercisable in accordance with the following schedule: 1/3 of the options become exercisable on each of the second, third and fourth anniversaries of the date of grant (8/2/2010).	
5. These warrants expire upon the earlier of five years from the initial issuance, 2.5 years after the consummation of an initial public offering of the Company's common stock or upon the occurrence of certain other events described in the Warrant Agreement pursuant to which the warrants were issued.	
6. These warrants have an initial exercise price of $7.68 per share. The exercise price increases 0.5% at the end of each month which equates to an annual increase of 6%.	
 	/s/ Wendell R. Brooks by John C. Ivascu as Attorney-in- Fact	04/11/2012	
 	** 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 5 (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
For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G

Known by all these present, that the undersigned hereby constitutes and
appoints each of C. Christopher  Gaut, James L. McCulloch and John C. Ivascu, or
either  of them  signing  singly,  and  with  full  power of  substitution,  the
undersigned's true and lawful attorney-in-fact to:

(1)      execute  for and on  behalf  of the  undersigned  (a)  Forms 3, 4 and 5
(including  amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder,  (b) Form 144
and (c)  Schedules  13D  and  13G  (including  amendments  thereto)  in
accordance with Sections 13(d) and 13(g) of the Securities Exchange Act
of 1934 and the rules thereunder, but only to the extent each such form
or  schedule  relates  to the  undersigned's  beneficial  ownership  of
securities   of  Forum  Energy   Technologies,   Inc.  or  any  of  its
subsidiaries;

(2)      do and  perform  any and all acts for and on behalf of the  undersigned
that may be  necessary  or  desirable  to complete and execute any such
Form 3, 4 or 5, Form 144 or Schedule 13D or 13G  (including  amendments
thereto)  and timely file such Forms or Schedules  with the  Securities
and  Exchange  Commission  and  any  stock  exchange,   self-regulatory
association or any other  authority,  and provide a copy as required by
law  or  advisable  to  such  persons  as  the  attorney-in-fact  deems
appropriate; and

(3)      take any other action of any type  whatsoever  in  connection  with the
foregoing that, in the opinion of each such attorney-in-fact, may be of
benefit  to,  in the best  interest  of,  or  legally  required  of the
undersigned,  it being  understood  that the documents  executed by the
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney  shall be in such  form  and  shall  contain  such  terms  and
conditions    as   the    attorney-in-fact    may    approve   in   the
attorney-in-fact's discretion.

The undersigned hereby grants to each  attorney-in-fact  full power and
authority  to do and perform all and every act and thing  whatsoever  requisite,
necessary  or proper to be done in the  exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  the   attorney-in-fact,   or  the
attorney-in-facts  substitutes or  substitute,  shall lawfully do or cause to be
done by virtue of this  Power of  Attorney  and the  rights  and  powers  herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact,  and
their  substitutes,   in  serving  in  such  capacity  at  the  request  of  the
undersigned, are not assuming (nor is Forum Energy Technologies,  Inc. assuming)
any of the  undersigned's  responsibilities  to comply  with  Section  16 of the
Securities Exchange Act of 1934.

The  undersigned  agrees  that  each  such  attorney-in-fact  may  rely
entirely on information furnished orally or in writing by or at the direction of
the  undersigned  to  the  attorney-in-fact.  The  undersigned  also  agrees  to
indemnify  and hold  harmless  Forum  Energy  Technologies,  Inc.  and each such
attorney-in-fact  against any losses, claims, damages or liabilities (or actions
in these respects) that arise out of or are based upon any untrue  statements or
omissions of necessary facts in the information  provided by or at the direction
of  the  undersigned,  or  upon  the  lack  of  timeliness  in the  delivery  of
information by or at the direction of the undersigned,  to such attorney-in-fact
for purposes of executing, acknowledging,  delivering or filing Forms 3, 4 or 5,
Form 144 or Schedule  13D or 13G  (including  amendments  thereto) and agrees to
reimburse Forum Energy  Technologies,  Inc. and such  attorney-in-fact on demand
for  any  legal  or  other  expenses  reasonably  incurred  in  connection  with
investigating or defending  against any such loss, claim,  damage,  liability or
action.

This Power of Attorney  shall remain in full force and effect until the
undersigned  is no  longer  required  to file  Forms  3, 4 and 5,  Form  144 and
Schedules  13D  and 13G  (including  amendments  thereto)  with  respect  to the
undersigned's  holdings of and transactions in securities issued by Forum Energy
Technologies,  Inc.,  unless  earlier  revoked  by the  undersigned  in a signed
writing  delivered to the  foregoing  attorneys-in-fact.  This Power of Attorney
revokes all other powers of attorney that the undersigned has previously granted
concerning the matters described herein.

IN WITNESS WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of the date written below.

/s/  Wendell R. Brooks
---------------------------------------
Wendell R. Brooks

December 1, 2011