Filing Details

Accession Number:
0000902664-24-001366
Form Type:
13G Filing
Publication Date:
2024-02-08 19:00:00
Filed By:
Keyframe Capital Partners, L.p.
Company:
Forum Energy Technologies Inc. (NYSE:FET)
Filing Date:
2024-02-09
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Keyframe Capital Partners 0 746,047 0 746,047 746,047 7.32 %
Keyframe Capital Partners GP 0 746,047 0 746,047 746,047 7.32 %
John R. Rapaport 0 746,047 0 746,047 746,047 7.32 %
Filing
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   

SCHEDULE 13G

(Amendment No. )*

 
Under the Securities Exchange Act of 1934
 

Forum Energy Technologies, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

34984V209

(CUSIP Number)
 

December 31, 2023

(Date of Event Which Requires Filing of This Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
þ Rule 13d-1(b)  
¨ Rule 13d-1(c)  
¨ Rule 13d-1(d)  
       

 

(Page 1 of 9 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on 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. 34984V209SCHEDULE 13GPage 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

Keyframe Capital Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

746,047

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

746,047

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

746,047

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.32%

12

TYPE OF REPORTING PERSON

PN; IA

         

 

 

 

 

CUSIP No. 34984V209SCHEDULE 13GPage 3 of 9 Pages

 

1

NAME OF REPORTING PERSON

Keyframe Capital Partners GP, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

746,047

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

746,047

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

746,047

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.32%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 

 

CUSIP No. 34984V209SCHEDULE 13GPage 4 of 9 Pages

 

1

NAME OF REPORTING PERSON

John R. Rapaport

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

746,047

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

746,047

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

746,047

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.32%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

CUSIP No. 34984V209SCHEDULE 13GPage 5 of 9 Pages

 

 

Item 1. (a). NAME OF ISSUER
  The name of the Issuer is Forum Energy Technologies, Inc. (the "Issuer").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
  The Issuer’s principal executive offices are located at 10344 Sam Houston Park, Suite 300, Houston, TX 77064.

 

Item 2. (a). NAME OF PERSON FILING
  This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
   
  (i) Keyframe Capital Partners, L.P., a Delaware limited partnership (“KCP”), the investment manager to certain funds and accounts (collectively, the "Keyframe Funds") who holds all discretion over the investment activities of the Keyframe Funds, with respect to the shares of Common Stock (as defined in Item 2(d) below) directly held by the Keyframe Funds;
     
  (ii) Keyframe Capital Partners GP, L.L.C., a Delaware limited liability company (“KCPGP”), the general partner of KCP, with respect to the shares of Common Stock directly held by the Keyframe Funds; and
     
  (iii) Mr. John R. Rapaport, a United States citizen (“Mr. Rapaport”), the Chief Investment Officer and Managing Partner of KCP and the Managing Member of KCPGP, with respect to the shares of Common Stock directly held by the Keyframe Funds.
     
  The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  The address of each of the Reporting Persons is 65 East 55th Street, 35th Floor, New York, New York 10022.

 

Item 2(c). CITIZENSHIP
  (i) KCP is a Delaware limited partnership;
  (ii) KCPGP is a Delaware limited liability company; and
  (iii) Mr. Rapaport is a United States citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
  Common Stock, par value $0.01 per share (the "Common Stock").

 

Item 2(e). CUSIP NUMBER
  34984V209

 

 

 

CUSIP No. 34984V209SCHEDULE 13GPage 6 of 9 Pages

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) þ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) þ

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: __________________________________________

 

Item 4. OWNERSHIP
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.  
   
  The percentage of the class beneficially owned by Reporting Persons as shown herein is computed based upon an aggregate of 10,192,978 shares of Common Stock outstanding as of October 27, 2023 as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

 

 

CUSIP No. 34984V209SCHEDULE 13GPage 7 of 9 Pages

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  See Item 2(a).

 

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.

 

Item 10. CERTIFICATION  
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

CUSIP No. 34984V209SCHEDULE 13GPage 8 of 9 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

DATE:  February 9, 2024

/s/ John R. Rapaport

  John R. Rapaport, (i) individually, (ii) as Chief Investment Officer and Managing Partner of Keyframe Capital Partners, L.P. and (iii) as Managing Member of Keyframe Capital Partners GP, L.L.C.
   

 

 

 

CUSIP No. 34984V209SCHEDULE 13GPage 9 of 9 Pages

EXHIBIT 99.1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

DATE:  February 9, 2024

/s/ John R. Rapaport

  John R. Rapaport, (i) individually, (ii) as Chief Investment Officer and Managing Partner of Keyframe Capital Partners, L.P. and (iii) as Managing Member of Keyframe Capital Partners GP, L.L.C.