SEC FORM 4

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

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)
07/17/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ($1.25 par value per share)								7,479	I	401(k)
Common Stock ($1.25 par value per share)								2,829	I	Rabbi Trust
Common stock ($1.25 par value per share)	07/17/2005		M		5,000	A	$30.65	21,515	D
Common Stock ($1.25 par value per share)	07/17/2005		F		1,323	D	$30.65	20,192	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (right-to-buy)	$22.9							⁽¹⁾	07/15/2014	Common Stock	9,000		9,000	D
Restricted Common Stock ($1.25 par value per share)	$0⁽²⁾							⁽³⁾	⁽⁴⁾	Restricted Common Stock	4,800		4,800	D
Restricted Common Stock ($1.25 par value per share)	$30.65	07/17/2005		M			5,000	⁽⁵⁾	⁽⁴⁾	Common Stock	5,000	$0⁽²⁾	5,000	D
Stock option (right-to-buy)	$19.15							⁽⁶⁾	07/17/2013	Common Stock	15,000		15,000	D
Stock option (right-to-buy)	$24.84							⁽⁷⁾	07/17/2012	Common Stock	3,200		3,200	D
Stock option (right-to-buy)	$27.12							⁽⁸⁾	07/18/2011	Common Stock	4,000		4,000	D
Stock option (right-to-buy)	$17.81							⁽⁹⁾	08/22/2010	Common Stock	3,000		3,000	D
Stock option (right-to-buy)	$17							⁽¹⁰⁾	08/03/2009	Common Stock	1,752		1,752	D
Stock option (right-to-buy)	$17							⁽¹¹⁾	08/03/2009	Common Stock	1,415		1,415	D
Stock option (right-to-buy)	$30							⁽¹²⁾	10/23/2007	Common Stock	3,900		3,900	D
Stock option (right-to-buy)	$24.9							⁽¹³⁾	02/16/2015	Common Stock	12,000		12,000	D
Restricted Common Stock ($1.25 par value per share)	$0⁽²⁾							⁽¹⁴⁾	⁽⁴⁾	Common Stock	8,000		8,000	D
Stock Option (right-to-buy)	$30.95							⁽¹⁵⁾	07/13/2015	Common Stock	12,000		12,000	D

Explanation of Responses:

1. 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.

2. The shares of Restricted Common Stock shall be valued at the fair market value upon each vesting date. A conversion, exercise price or derivative price is not applicable.

3. 2,400 shares of Restricted Common Stock vest on July 15, 2006 and the remaining 2,400 shares vest on July 15, 2007.

4. The lapse of the restrictions on the shares of Restricted Common Stock is contingent upon continued employment with the Issuer. An expiration date is not applicable.

5. 5,000 shares of Restricted Common Stock vest on July 17, 2006.

6. 10,621 option shares are fully vested and exercisable; the remaining 4,379 option shares vest on July 17, 2006.

7. 2,133 option shares are fully vested and exercisable; the remaining 1,067 option shares vest on July 17, 2005.

8. Option shares are fully vested and exercisable.

9. Option shares are fully vested and exercisable.

10. Option shares are fully vested and exercisable.

11. Option shares are fully vested and exercisable.

12. Option shares are fully vested and exercisable.

13. 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.

14. One-third of the shares of Restricted Common Stock vests on February 16, 2006, with the remaining thirds vesting on February 16, 2007 and February 16, 2008, respectively.

15. 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.

	/s/ Ronald F. Shuff, by power of attorney	07/19/2005
	** 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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