UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)
Forum Energy
Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
34984V 100
(CUSIP
Number)
April 14, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 34984V 100
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1 |
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Name of Reporting Person
SCF-V, L.P. |
2 |
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Check the Appropriate Box
if a Member of a Group (A): ☐ (B): ☒
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization
Delaware |
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Number of
Shares
Beneficially
Owned by Each
Reporting Person
with |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
68,876(1) |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
68,876(1) |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
68,876 |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11 |
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Percent of Class
Represented by Amount in Row (9) 1.2%(2) |
12 |
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Type of Reporting
Person PN |
(1) |
Power is exercised through Reporting Persons general partner,
SCF-V, G.P., LLC., and its managing member, SCF GP LLC. |
(2) |
Based on 5,720,944 shares of Common Stock (as defined below) of the Issuer outstanding as of March 16,
2022, as disclosed in the Issuers Proxy Statement on Schedule 14A for its 2022 Annual Meeting of Stockholders. |
1
CUSIP NO. 34984V 100
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1 |
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Name of Reporting Person
SCF-V, G.P., LLC |
2 |
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Check the Appropriate Box
if a Member of a Group (A): ☐ (B): ☒
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization
Delaware |
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Number of
Shares
Beneficially
Owned by Each
Reporting Person
with |
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5 |
|
Sole Voting Power
0 |
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6 |
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Shared Voting Power
68,876(1) |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
68,876(1) |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
68,876 |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11 |
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Percent of Class
Represented by Amount in Row (9) 1.2%(2) |
12 |
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Type of Reporting
Person OO |
(1) |
Reporting Person holds power over shares held by SCF-V, L.P. Reporting
Persons power is exercised by SCF GP LLC, its managing member. |
(2) |
Based on 5,720,944 shares of Common Stock of the Issuer outstanding as of March 16, 2022, as disclosed in
the Issuers Proxy Statement on Schedule 14A for its 2022 Annual Meeting of Stockholders. |
2
CUSIP NO. 34984V 100
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1 |
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Name of Reporting Person
SCF 2012A, L.P. |
2 |
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Check the Appropriate Box
if a Member of a Group (A): ☐ (B): ☒
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization
Delaware |
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Number of
Shares
Beneficially
Owned by Each
Reporting Person
with |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
97,069(1) |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
97,069(1) |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
97,069 |
10 |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11 |
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Percent of Class
Represented by Amount in Row (9) 1.7%(2) |
12 |
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Type of Reporting
Person PN |
(1) |
Power is exercised through Reporting Persons general partner, SCF GP LLC. |
(2) |
Based on 5,720,944 shares of Common Stock of the Issuer outstanding as of March 16, 2022, as disclosed in
the Issuers Proxy Statement on Schedule 14A for its 2022 Annual Meeting of Stockholders. |
3
CUSIP NO. 34984V 100
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1 |
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Name of Reporting Person
SCF-VI, L.P. |
2 |
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Check the Appropriate Box
if a Member of a Group (A): ☐ (B): ☒
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization
Delaware |
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|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
with |
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5 |
|
Sole Voting Power
0 |
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6 |
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Shared Voting Power
72,884(1) |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
72,884(1) |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
72,884 |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11 |
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Percent of Class
Represented by Amount in Row (9) 1.3%(2) |
12 |
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Type of Reporting
Person PN |
(1) |
Power is exercised through Reporting Persons general partner,
SCF-VI, G.P., Limited Partnership and its general partner, SCF GP LLC. |
(2) |
Based on 5,720,944 shares of Common Stock of the Issuer outstanding as of March 16, 2022, as disclosed in
the Issuers Proxy Statement on Schedule 14A for its 2022 Annual Meeting of Stockholders. |
4
CUSIP NO. 34984V 100
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1 |
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Name of Reporting Person
SCF-VI, G.P., Limited Partnership |
2 |
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Check the Appropriate Box
if a Member of a Group (A): ☐ (B): ☒
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization
Delaware |
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|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
with |
|
5 |
|
Sole Voting Power
0 |
|
6 |
|
Shared Voting Power
72,884(1) |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
72,884(1) |
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9 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
72,884 |
10 |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11 |
|
Percent of Class
Represented by Amount in Row (9) 1.3%(2) |
12 |
|
Type of Reporting
Person PN |
(1) |
Reporting Person holds power over shares held by SCF-VI, L.P. Reporting
Persons power is exercised by SCF GP LLC, its managing member. |
(2) |
Based on 5,720,944 shares of Common Stock of the Issuer outstanding as of March 16, 2022, as disclosed in
the Issuers Proxy Statement on Schedule 14A for its 2022 Annual Meeting of Stockholders. |
5
CUSIP NO. 34984V 100
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1 |
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Name of Reporting Person
SCF 2012B, L.P. |
2 |
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Check the Appropriate Box
if a Member of a Group (A): ☐ (B): ☒
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization
Delaware |
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|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
with |
|
5 |
|
Sole Voting Power
0 |
|
6 |
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Shared Voting Power
55,676(1) |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
55,676(1) |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
55,676 |
10 |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11 |
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Percent of Class
Represented by Amount in Row (9) 1.0%(2) |
12 |
|
Type of Reporting
Person PN |
(1) |
Power is exercised through Reporting Persons general partner, SCF GP LLC. |
(2) |
Based on 5,720,944 shares of Common Stock of the Issuer outstanding as of March 16, 2022, as disclosed in
the Issuers Proxy Statement on Schedule 14A for its 2022 Annual Meeting of Stockholders. |
6
CUSIP NO. 34984V 100
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1 |
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Name of Reporting Person
SCF-VII, L.P. |
2 |
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Check the Appropriate Box
if a Member of a Group (A): ☐ (B): ☒
|
3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization
Delaware |
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|
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
with |
|
5 |
|
Sole Voting Power
0 |
|
6 |
|
Shared Voting Power
325,634(1) |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
325,634(1) |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
325,634 |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11 |
|
Percent of Class
Represented by Amount in Row (9) 5.7%(2) |
12 |
|
Type of Reporting
Person PN |
(1) |
Power is exercised through Reporting Persons general partner,
SCF-VII, G.P., Limited Partnership and its general partner, SCF GP LLC. |
(2) |
Based on 5,720,944 shares of Common Stock of the Issuer outstanding as of March 16, 2022, as disclosed in
the Issuers Proxy Statement on Schedule 14A for its 2022 Annual Meeting of Stockholders. |
7
CUSIP NO. 34984V 100
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1 |
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Name of Reporting Person
SCF-VII, G.P. Limited Partnership |
2 |
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Check the Appropriate Box
if a Member of a Group (A): ☐ (B): ☒
|
3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization
Delaware |
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|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
with |
|
5 |
|
Sole Voting Power
0 |
|
6 |
|
Shared Voting Power
325,634(1) |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
325,634(1) |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
325,634 |
10 |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11 |
|
Percent of Class
Represented by Amount in Row (9) 5.7%(2) |
12 |
|
Type of Reporting
Person PN |
(1) |
Reporting Person holds power over shares held by SCF-VII, L.P.
Reporting Persons power is exercised by SCF GP LLC, its managing member. |
(2) |
Based on 5,720,944 shares of Common Stock of the Issuer outstanding as of March 16, 2022, as disclosed in
the Issuers Proxy Statement on Schedule 14A for its 2022 Annual Meeting of Stockholders. |
8
CUSIP NO. 34984V 100
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1 |
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Name of Reporting Person
SCF GP LLC |
2 |
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Check the Appropriate Box
if a Member of a Group (A): ☐ (B): ☒
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization
Delaware |
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|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
with |
|
5 |
|
Sole Voting Power
0 |
|
6 |
|
Shared Voting Power
620,139(1) |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
620,139(1) |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
620,139 |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11 |
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Percent of Class
Represented by Amount in Row (9) 10.8%(2) |
12 |
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Type of Reporting
Person OO |
(1) |
Reporting Person holds power over shares held by SCF-V, L.P., SCF-VI, L.P., and SCF-VII, L.P. through their respective general partners, and holds power over shares held by SCF 2012A, L.P. and SCF 2012B, L.P. |
(2) |
Based on 5,720,944 shares of Common Stock of the Issuer outstanding as of March 16, 2022, as disclosed in
the Issuers Proxy Statement on Schedule 14A for its 2022 Annual Meeting of Stockholders. |
9
Item 1(a). |
Name of issuer: |
Forum Energy Technologies, Inc. (the Issuer)
Item 1(b). |
Address of issuers principal executive offices: |
10344 Sam Houston Park Drive,
Suite 300
Houston, Texas 77064
Item 2(a). |
Names of persons filing: |
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting
Persons. This statement is filed on behalf of:
|
(i) |
SCF GP LLC, with respect to the shares of Common Stock indirectly owned by
SCF-V, G.P., LLC, SCF-VI, G.P., Limited Partnership and SCF-VII, G.P., Limited Partnership and the shares of Common Stock
directly owned by SCF 2012A, L.P. and SCF 2012B, L.P.; |
|
(ii) |
SCF-V, L.P., with respect to shares directly owned by it;
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(iii) |
SCF-V, G.P., LLC, with respect to shares directly owned by SCF-V, L.P.; |
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(iv) |
SCF 2012A, L.P., with respect to shares directly owned by it; |
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(v) |
SCF-VI, L.P., with respect to shares directly owned by it;
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(vi) |
SCF-VI, G.P., Limited Partnership, with respect to shares directly
owned by SCF-VI, L.P.; |
|
(vii) |
SCF 2012B, L.P., with respect to shares directly owned by it; |
|
(viii) |
SCF-VII, L.P., with respect to shares directly owned by it; and
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(ix) |
SCF-VII, G.P., Limited Partnership, with respect to shares directly
owned by SCF-VII, L.P. |
Item 2(b). |
Address or principal business office or, if none, residence: |
The address and principal business office of the Reporting Persons is:
600 Travis Street, Suite 6600
Houston, Texas 77002
SCF GP LLC is a limited liability company organized under the laws of the State of Delaware.
SCF-V, L.P. is a limited partnership organized under the laws of the State of Delaware.
SCF-V, G.P., LLC is a limited liability company organized under the laws of the State of Delaware.
SCF 2012A, L.P. is a limited partnership organized under the laws of the State of Delaware.
SCF-VI, L.P. is a limited partnership organized under the laws of the State of Delaware.
SCF-VI, G.P., Limited Partnership is a limited partnership organized under the laws of the State of
Delaware.
SCF 2012B, L.P. is a limited partnership organized under the laws of the State of Delaware.
SCF-VII, L.P. is a limited partnership organized under the laws of the State of Delaware.
10
SCF-VII, G.P., Limited Partnership is a limited
partnership organized under the laws of the State of Delaware.
Item 2(d). |
Title of class of securities: |
Common stock, par value $0.01 per share, of the Issuer (Common Stock).
34984V 100
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
The information in items 1 through 11 on the cover pages to this Schedule 13G/A is incorporated by reference.
Item 5. |
Ownership of five percent or less of a class: |
Not applicable.
Item 6. |
Ownership of more than five percent on behalf of another person: |
Not applicable.
Item 7. |
Identification and classification of the subsidiary which acquired the security being reported on by the
parent holding company or control person: |
Not applicable.
Item 8. |
Identification and classification of members of the group: |
Not applicable.
Item 9. |
Notice of dissolution of group: |
Not applicable.
Not applicable.
11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 20, 2022
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SCF-V, L.P. |
By: |
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SCF-V, G.P., LLC |
By: |
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SCF GP LLC |
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By: |
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/s/ Anthony DeLuca |
Name: |
|
Anthony DeLuca |
Title: |
|
Managing Director |
|
SCF-V, G.P., LLC |
By: |
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SCF GP LLC |
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|
By: |
|
/s/ Anthony DeLuca |
Name: |
|
Anthony DeLuca |
Title: |
|
Managing Director |
|
SCF 2012A, L.P. |
By: |
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SCF GP LLC |
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By: |
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/s/ Anthony DeLuca |
Name: |
|
Anthony DeLuca |
Title: |
|
Managing Director |
|
SCF-VI, L.P. |
By: |
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SCF-VI, G.P., Limited Partnership |
By: |
|
SCF GP LLC |
|
|
By: |
|
/s/ Anthony DeLuca |
Name: |
|
Anthony DeLuca |
Title: |
|
Managing Director |
|
SCF-VI, G.P., Limited Partnership |
By: |
|
SCF GP LLC |
|
|
By: |
|
/s/ Anthony DeLuca |
Name: |
|
Anthony DeLuca |
Title: |
|
Managing Director |
12
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SCF 2012B, L.P. |
By: |
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SCF GP LLC |
|
|
By: |
|
/s/ Anthony DeLuca |
Name: |
|
Anthony DeLuca |
Title: |
|
Managing Director |
|
SCF-VII, L.P. |
By: |
|
SCF-VII, G.P., Limited Partnership |
By: |
|
SCF GP LLC |
|
|
By: |
|
/s/ Anthony DeLuca |
Name: |
|
Anthony DeLuca |
Title: |
|
Managing Director |
|
SCF-VII, G.P., Limited Partnership |
By: |
|
SCF GP LLC |
|
|
By: |
|
/s/ Anthony DeLuca |
Name: |
|
Anthony DeLuca |
Title: |
|
Managing Director |
|
SCF GP LLC |
|
|
By: |
|
/s/ Anthony DeLuca |
Name: |
|
Anthony DeLuca |
Title: |
|
Managing Director |
13
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