Crane NXT, Co. — Director's Dealing 2016

Jan 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CRANE CO /DE/ (CR)
CIK: 0000025445
Period of Report: 2016-01-25

Reporting Person: Baron Curtis A JR (Vice President, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-25	CRANE CO. COMMON, PAR VALUE $1.00	M	1611.0000	$0.0000	Acquired	9433.0000	Direct
2016-01-25	CRANE CO. COMMON, PAR VALUE $1.00	F	704.0000	$43.5700	Disposed	8729.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-25	2013 Performance-Based Restricted Share Unit	$	M	1862.0000	Disposed		CRANE CO. COMMON, PAR VALUE $1.00 (1862.0000)	Direct
2016-01-25	2016 Performance-Based Restricted Share Unit	$	A	1994.0000	Acquired		CRANE CO. COMMON, PAR VALUE $1.00 (1994.0000)	Direct
2016-01-25	Employee Stock Option (Right to Buy)	$43.5700	A	10199.0000	Acquired	2026-01-25	CRANE CO. COMMON, PAR VALUE $1.00 (10199.0000)	Direct
2016-01-25	Restricted Share Unit	$	A	654.0000	Acquired		CRANE CO. COMMON, PAR VALUE $1.00 (654.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CRANE CO. COMMON, PAR VALUE $1.00	598.0000	Indirect

Footnotes

F1: Each 2013 Performance-Based RSU granted in January 2013 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, 2013 and ending December 31, 2015. On January 25, 2016, each Performance-Based RSU was converted to the right to receive 0.865 shares of Common Stock.

F2: 1,862 Performance-Based RSUs granted in January 2013 were converted on January 25, 2016 into the right to receive 1,611 shares of Common Stock, and 704 shares were surrendered to pay taxes on the resulting gain.

F3: Each 2016 Performance-Based RSU represents a contingent right to receive a number of shares of Crane Co. common stock between zero and 2.00, 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, 2016 and ending December 31, 2018.

F4: Assuming the performance conditions specified in footnote 3 are met, the Performance-Based RSUs will vest on December 31, 2018, 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 termination following 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 termination following 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.