Crane NXT, Co. — Director's Dealing 2014

Jan 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CRANE CO /DE/ (CR)
CIK: 0000025445
Period of Report: 2014-01-27

Reporting Person: KOPCZICK ELISE (V.P., Special Asst. to CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-27	CRANE CO. COMMON, PAR VALUE $1.00	M	6336.0000	$0.0000	Acquired	64972.0000	Direct
2014-01-28	CRANE CO. COMMON, PAR VALUE $1.00	M	434.0000	$0.0000	Acquired	65406.0000	Direct
2014-01-28	CRANE CO. COMMON, PAR VALUE $1.00	F	144.0000	$66.4800	Disposed	65262.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-27	Performance-Based Restricted Share Unit	$	M	4400.0000	Disposed		CRANE CO. COMMON, PAR VALUE $1.00 (4400.0000)	Direct
2014-01-28	Restricted Share Unit	$	M	434.0000	Disposed		CRANE CO. COMMON, PAR VALUE $1.00 (434.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CRANE CO. COMMON, PAR VALUE $1.00	12620.0000	Indirect
CRANE CO. COMMON, PAR VALUE $1.00	7434.0000	Indirect

Footnotes

F1: Each Performance-Based RSU granted in January 2011 represented a contingent right to receive a number of shares of Crane Co. common stock between zero and 1.75, to be determined with reference to the Total Shareholder Return of Crane Co.'s common stock compared to that of the companies in the S&P MidCap 400 Capital Goods Group during the period beginning January 1, 2011 and ending December 31, 2013. On January 27, 2014, each Performance-Based RSU was converted to the right to receive 1.44 shares of Common Stock.

F2: On January 28, 2014, 434 Restricted Share Units, which represent the right to receive one share of Crane Co. Common Stock, previously reported as beneficially owned by the reporting person, vested due to the passage of time, and 144 shares were withheld to pay taxes on the resulting gain, resulting in a net increase of 290 shares of Crane Co. Common Stock.

F3: 25% of the Restricted Share Units will be converted into shares of Common Stock on each of the first, second, third and fourth anniversaries of the grant, provided the recipient remains employed by the Company; all Restricted Share Units will be converted into shares of Common Stock upon retirement, death, permanent disability, or in the event of a change in control of the Company.

F4: A Restricted Share Unit is forfeited if the recipient ceases to be employed by the Company before it has been converted to Common Stock.