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: Tavares Robert (Group President, Electronics)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-28	CRANE CO. COMMON, PAR VALUE $1.00	M	301.0000	$0.0000	Acquired	769.0000	Direct
2014-01-28	CRANE CO. COMMON, PAR VALUE $1.00	F	130.0000	$66.4800	Disposed	639.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-27	2014 Performance-Based Restricted Share Unit	$	A	3025.0000	Acquired		CRANE CO. COMMON, PAR VALUE $1.00 (3025.0000)	Direct
2014-01-27	Employee Stock Option (Right to Buy)	$64.7800	A	10302.0000	Acquired	2024-01-27	CRANE CO. COMMON, PAR VALUE $1.00 (10302.0000)	Direct
2014-01-27	Restricted Share Unit	$	A	857.0000	Acquired		CRANE CO. COMMON, PAR VALUE $1.00 (857.0000)	Direct
2014-01-28	Restricted Share Unit	$	M	130.0000	Disposed		CRANE CO. COMMON, PAR VALUE $1.00 (130.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CRANE CO. COMMON, PAR VALUE $1.00	183.0000	Indirect

Footnotes

F1: On January 28, 2014, 301 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 130 shares were withheld to pay taxes on the resulting gain, resulting in a net increase of 171 shares of Crane Co. Common Stock.

F2: Each 2014 Performance-Based RSU represents a contingent right to receive a number of shares of Crane Co. common stock between zero and 1.75, depending upon 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, 2014 and ending December 31, 2016.

F3: Assuming the performance conditions specified in footnote 2 are met, the Performance-Based RSUs will vest on December 31, 2016, provided the recipient remains employed by the Company; or upon the recipient's earlier retirement, death or permanent disability; or upon a change in control of the Company.

F4: Options become exercisable 25% on the first anniversary, 50% on the second anniversary, 75% on the third anniversary and 100% on the fourth anniversary of the date of grant.

F5: Each Restricted Share Unit represents the right to receive one share of Crane Co. Common Stock if the recipient remains employed by the Company upon expiration of the time-based restrictions, or upon retirement, death, permanent disability, or in the event of a change in control of the Company.

F6: 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.

F7: A Restricted Share Unit is forfeited if the recipient ceases to be employed by the Company before it has been converted to Common Stock.