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: 2020-01-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-27	CRANE CO. COMMON, PAR VALUE $1.00	M	17471	—	Acquired	234197	Direct
2020-01-27	CRANE CO. COMMON, PAR VALUE $1.00	F	6334	$83.58	Disposed	227863	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-27	2017 Performance-Based Restricted Share Unit	$	M	28500	Disposed		CRANE CO. COMMON, PAR VALUE $1.00 (28500.0)	Direct
2020-01-27	Employee Stock Option (Right to Buy)	$83.58	A	118273	Acquired	2030-01-27	CRANE CO. COMMON, PAR VALUE $1.00 (118273.0)	Direct
2020-01-27	2020 Performance-Based Restricted Share Unit	$	A	33920	Acquired		CRANE CO. COMMON, PAR VALUE $1.00 (33920.0)	Direct

Footnotes

F1: 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.

F2: 28,500 Performance-Based RSUs granted in January 2017 were converted on January 27, 2020 into the right to receive 17,471 shares of Common Stock. 6,334 shares were surrendered to pay taxes on the resulting gain, resulting in a net issuance of 11,137 shares.

F3: 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.

F4: 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.

F5: Assuming the performance conditions specified in footnote 4 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