Crane NXT, Co. — Director's Dealing 2017

Feb 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CRANE CO /DE/ (CR)
CIK: 0000025445
Period of Report: 2017-01-30

Reporting Person: ELLIS BRADLEY (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-30	CRANE CO. COMMON, PAR VALUE $1.00	M	3066	—	Acquired	149722	Direct
2017-01-30	CRANE CO. COMMON, PAR VALUE $1.00	F	1055	$73.90	Disposed	148667	Direct
2017-01-30	CRANE CO. COMMON, PAR VALUE $1.00	J	149	—	Acquired	6963	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-30	2014 Performance-Based Restricted Share Unit	$	M	2657	Disposed		CRANE CO. COMMON, PAR VALUE $1.00 (2657.0)	Direct
2017-01-30	2017 Performance-Based Restricted Share Unit	$	A	3750	Acquired		CRANE CO. COMMON, PAR VALUE $1.00 (3750.0)	Direct
2017-01-30	Employee Stock Option (Right to Buy)	$73.9	A	16179	Acquired	2027-01-30	CRANE CO. COMMON, PAR VALUE $1.00 (16179.0)	Direct
2017-01-30	Restricted Share Unit	$	A	1218	Acquired		CRANE CO. COMMON, PAR VALUE $1.00 (1218.0)	Direct

Footnotes

F1: Each 2014 Performance-Based RSU granted in January 2014 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, 2014 and ending December 31, 2016. On January 30, 2016, each Performance-Based RSU was converted to the right to receive 115.4 shares of Common Stock.

F2: 2,657 Performance-Based RSUs granted in January 2014 were converted on January 30, 2017 into the right to receive 3,066 shares of Common Stock, 1,055 shares were surrendered to pay taxes on the resulting gain.

F3: Between January 1, 2016 and December 31,2016, Mr. Ellis acquired an aggregate of 149 shares of common stock at prevailing market prices through the issuer's 401(K) plan.

F4: Each 2017 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, 2017 and ending December 31, 2019.

F5: Assuming the performance conditions specified in footnote 4 are met, the Performance-Based RSUs will vest on December 31, 2019, 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.

F6: 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.

F7: 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.

F8: 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.

F9: A Restricted Share Unit is forfeited if the recipient ceases to be employed by the Company before it has been converted to Common Stock.