Crane NXT, Co. — Director's Dealing 2020

Jan 30, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CRANE CO /DE/ (CR)
CIK: 0000025445
Period of Report: 2020-01-25

Reporting Person: SALOVAARA KRISTIAN ROBERT (VP, Business Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-25	CRANE CO. COMMON, PAR VALUE $1.00	M	431	—	Acquired	26087	Direct
2020-01-25	CRANE CO. COMMON, PAR VALUE $1.00	F	170	$85.52	Disposed	25917	Direct
2020-01-27	CRANE CO. COMMON, PAR VALUE $1.00	M	1916	—	Acquired	27833	Direct
2020-01-27	CRANE CO. COMMON, PAR VALUE $1.00	F	691	$83.58	Disposed	27142	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-25	Restricted Share Unit	$	M	431	Disposed		CRANE CO. COMMON, PAR VALUE $1.00 (431.0)	Direct
2020-01-27	Restricted Share Unit	$	A	897	Acquired		CRANE CO. COMMON, PAR VALUE $1.00 (897.0)	Direct
2020-01-27	2017 Performance-Based Restricted Share Unit	$	M	3125	Disposed		CRANE CO. COMMON, PAR VALUE $1.00 (3125.0)	Direct
2020-01-27	Employee Stock Option (Right to Buy)	$83.58	A	10951	Acquired	2030-01-27	CRANE CO. COMMON, PAR VALUE $1.00 (10951.0)	Direct
2020-01-27	2020 Performance-Based Restricted Share Unit	$83.58	A	2991	Acquired		CRANE CO. COMMON, PAR VALUE $1.00 (2991.0)	Direct

Footnotes

F1: On January 25, 2020, 431 Restricted Share Units, each of 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 170 shares were withheld to pay taxes on the resulting gain, resulting in a net issuance of 261 shares of Crane Co. Common Stock.

F2: Each 2017 Performance-Based RSU granted in January 2017 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 companies in the S&P MidCap 400 Capital Goods Group during the period beginning January 1, 2017 and ending December 31, 2019. On January 27, 2020, each Performance-Based RSU was converted to the right to receive .613 shares of Common Stock.

F3: 3,125 Performance-Based RSUs granted in January 2017 were converted on January 27, 2020 into the right to receive 1,916 shares of Common Stock. 691 shares were surrendered to pay taxes on the resulting gain, resulting in a net issuance of 1,225 shares.

F4: 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.

F5: 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 25, 2016), 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.

F6: A Restricted Share Unit is forfeited if the recipient resigns, or employment is terminated, before it has been converted to Common Stock.

F7: 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 27, 2020), 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 within two years after a change in control of the Company.

F8: 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.

F9: Each 2020 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, 2020 and ending December 31, 2022.

F10: Assuming the performance conditions specified in footnote 9 are met, the Performance-Based RSUs will vest on December 31, 2022, 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 31, 2022.