Crane NXT, Co. — Director's Dealing 2015

Jan 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CRANE CO /DE/ (CR)
CIK: 0000025445
Period of Report: 2015-01-26

Reporting Person: DUPONT AUGUSTUS I (V.P., Gen. Couns. & Sec.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-26	2012 Performance-Based Restricted Share Unit	$	D	5029.0000	Disposed		CRANE CO. COMMON, PAR VALUE $1.00 (5029.0000)	Direct
2015-01-26	2015 Performance-Based Restricted Share Unit	$	A	4583.0000	Acquired		CRANE CO. COMMON, PAR VALUE $1.00 (4583.0000)	Direct
2015-01-26	Employee Stock Option (Right to Buy)	$58.4700	A	19878.0000	Acquired	2025-01-26	CRANE CO. COMMON, PAR VALUE $1.00 (19878.0000)	Direct
2015-01-26	Restricted Share Unit	$	A	1437.0000	Acquired		CRANE CO. COMMON, PAR VALUE $1.00 (1437.0000)	Direct

Footnotes

F1: Each 2012 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, 2012 and ending December 31, 2014.

F2: Assuming the performance conditions specified in footnote 1 were met, the 2012 Performance-Based RSUs, subject to certification of the performance conditions, would have vested on December 31, 2014, provided the recipient remained employed by the Company; or upon the recipient's earlier retirement, death or permanent disability; or upon a change in control of the Company.

F3: Each 2015 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, 2015 and ending December 31, 2017.

F4: Assuming the performance conditions specified in footnote 3 are met, the 2015 Performance-Based RSUs will vest, subject to certification of the performance conditions, on December 31, 2017, 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.

F5: 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.

F6: 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.

F7: 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.

F8: A Restricted Share Unit is forfeited if the recipient ceases to be employed by the Company before it has been converted to Common Stock.