Crane NXT, Co. — Director's Dealing 2019

Apr 29, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CRANE CO /DE/ (CR)
CIK: 0000025445
Period of Report: 2019-04-29

Reporting Person: Gallo Kurt F. (Sr. VP, Payment & Merch. Tech.)

Holdings (Non-Derivative)

Security	Shares	Ownership
CRANE CO. COMMON, PAR VALUE $1.00	341	Direct
CRANE CO. COMMON, PAR VALUE $1.00	1318.09	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2017 Performance-Based Restricted Share Unit	$		CRANE CO. COMMON, PAR VALUE $1.00 (2625.0)		Direct
2018 Performance-Based Restricted Share Unit	$		CRANE CO. COMMON, PAR VALUE $1.00 (2248.0)		Direct
2019 Performance-Based Restricted Share Unit	$		CRANE CO. COMMON, PAR VALUE $1.00 (2843.0)		Direct
Employee Stock Option (Right to Buy)	$58.47	2025-01-26	CRANE CO. COMMON, PAR VALUE $1.00 (14909.0)		Direct
Employee Stock Option (Right to Buy)	$43.57	2026-01-25	CRANE CO. COMMON, PAR VALUE $1.00 (22546.0)		Direct
Employee Stock Option (Right to Buy)	$73.9	2027-01-30	CRANE CO. COMMON, PAR VALUE $1.00 (11325.0)		Direct
Employee Stock Option (Right to Buy)	$93.4	2028-01-29	CRANE CO. COMMON, PAR VALUE $1.00 (8263.0)		Direct
Employee Stock Option (Right to Buy)	$79.14	2029-01-28	CRANE CO. COMMON, PAR VALUE $1.00 (9975.0)		Direct
Restricted Share Unit	$		CRANE CO. COMMON, PAR VALUE $1.00 (4513.0)		Direct

Footnotes

F1: Assuming the performance conditions specified in footnote 2 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.

F2: 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.

F3: Assuming the performance conditions specified in footnote 4 are met, the Performance-Based RSUs will vest on December 31, 2020, 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: Each 2018 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, 2018 and ending December 31, 2020.

F5: Assuming the performance conditions specified in footnote 6 are met, the Performance-Based RSUs will vest on December 31, 2021, if the recipient remains employed by the Company; or has died or become permanently disabled; or has retired at age 65 (or age 62 with ten years of service) subject to a non-competition condition. In the event of a change in control of the Company, the vesting percentage would be determined as of the date of the change in control, although the date of vesting would remain December 2021.

F6: Each 2019 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, 2019 and ending December 31, 2021.

F7: 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.

F8: 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 provided the recipient remains employed by the Company, or retires after age 65, or after age 62 with ten years of service; all Restricted Share Units will be converted into shares of Common Stock upon death or permanent disability, or if employment is involuntarily terminated with two years after a change in control of the Company.

F9: A Restricted Share Unit is forfeited if the recipient resigns, or employment is terminated, before it has been converted to Common Stock.

F10: 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.