Crane NXT, Co. — Director's Dealing 2016

Jan 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CRANE CO /DE/ (CR)
CIK: 0000025445
Period of Report: 2016-01-28

Reporting Person: MITCHELL MAX H (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-28	CRANE CO. COMMON, PAR VALUE $1.00	P	6000.0000	$46.0982	Acquired	90524.0000	Direct
2016-01-28	CRANE CO. COMMON, PAR VALUE $1.00	M	1080.0000	$0.0000	Acquired	91604.0000	Direct
2016-01-28	CRANE CO. COMMON, PAR VALUE $1.00	F	366.0000	$46.0600	Disposed	91238.0000	Direct
2016-01-28	CRANE CO. COMMON, PAR VALUE $1.00	J	47.0000	$0.0000	Acquired	2549.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-28	Restricted Share Unit	$	M	1080.0000	Disposed		CRANE CO. COMMON, PAR VALUE $1.00 (1080.0000)	Direct

Footnotes

F1: Weighted average price at which shares were purchased in multiple same-day transactions at prices ranging from $46.08 to $46.10. The reporting person undertakes to provide, upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F2: On January 28, 2016, 1,080 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 366 shares were withheld to pay taxes on the resulting gain, resulting in a net issuance of 714 shares of Crane Co. Common Stock.

F3: Between April 1, 2015 and December 31, 2015, the reporting person acquired an aggregate of 47 shares of Common Stock at prevailing market prices through the issuer's 401(K) Plan.

F4: 25% of the Restricted Share Units granted will be converted into shares of Common Stock on each of the first, second, third and fourth anniversaries of the grant date (January 28, 2013), 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 termination following a change in control of the Company.

F5: A Restricted Share Unit is forfeited if the recipient ceases to be employed by the Company before it has been converted to Common Stock.