Peter J. Ryan - Apr 5, 2022 Form 4 Insider Report for SPX FLOW, Inc. (FLOW)

Role: Chief People Officer & GC
Signature: Peter J Ryan
Stock symbol: FLOW
Transactions as of: Apr 5, 2022
Transactions value $: -$117,554
Form type: 4
Date filed: 4/5/2022, 04:20 PM
Previous filing: Dec 22, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FLOW	Common Stock	Other		-15.4K	-100%		0	Apr 5, 2022	Direct	F1
transaction	FLOW	Common Stock	Disposed to Issuer	-$118K	-1.36K	-100%	$86.50	0	Apr 5, 2022	401(K) Plan	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FLOW	Restricted Stock Unit	Disposed to Issuer		-2.51K	-100%		0	Apr 5, 2022	Common Stock	2.51K	$0.00	Direct	F3, F4
transaction	FLOW	Restricted Stock Unit	Disposed to Issuer		-2.21K	-100%		0	Apr 5, 2022	Common Stock	2.21K	$0.00	Direct	F4, F5
transaction	FLOW	Restricted Stock Unit	Disposed to Issuer		-2.07K	-100%		0	Apr 5, 2022	Common Stock	2.07K	$0.00	Direct	F4, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Peter J. Ryan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to that certain Contribution Agreement by and between Reporting Person and LSF11 Redwood Acquisitions, LLC, a Delaware limited liability company ("Parent"), dated as of April 5, 2022, Reporting Person rolled over 15,441 shares of common stock in exchange for equity interests in an affiliate of Parent having an aggregate value of $1,335,646.50.
F2	Disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated as of December 12, 2021, by and among the Company, Parent, and Redwood Star Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, in exchange for a cash payment of $86.50 per share.
F3	The restricted stock units were originally scheduled to vest in three equal annual installments beginning on the first anniversary of the grant date.
F4	Pursuant to the terms of the Merger Agreement, upon consummation of the transactions contemplated thereby, each Restricted Stock Unit was automatically canceled and converted into the right to receive an amount in cash, without interest and less applicable taxes, equal to (1) the total number of shares of common stock subject to such Restricted Stock Unit multiplied by (2) $86.50.
F5	The restricted stock units were originally scheduled to vest in three equal annual installments beginning on February 27, 2021. The tranche vesting in Q1 of 2022 of this award was accelerated by the compensation committee of the Issuer's Board of Directors on December 20, 2021, in connection with the Merger Agreement.
F6	The restricted stock units were originally scheduled to vest in three equal annual installments beginning on February 24, 2022. The tranche vesting in Q1 of 2022 of this award was accelerated by the compensation committee of the Issuer's Board of Directors on December 20, 2021, in connection with the Merger Agreement.