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: Baron Curtis A JR (Vice President, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-25	CRANE CO. COMMON, PAR VALUE $1.00	M	164	—	Acquired	17529	Direct
2020-01-27	CRANE CO. COMMON, PAR VALUE $1.00	F	65	$85.52	Disposed	17464	Direct
2020-01-27	CRANE CO. COMMON, PAR VALUE $1.00	M	728	—	Acquired	18192	Direct
2020-01-27	CRANE CO. COMMON, PAR VALUE $1.00	F	286	$83.58	Disposed	17906	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-25	Restricted Share Unit	$	M	164	Disposed		CRANE CO. COMMON, PAR VALUE $1.00 (164.0)	Direct
2020-01-27	2017 Performance-Based Restricted Share Unit	$	M	1188	Disposed		CRANE CO. COMMON, PAR VALUE $1.00 (1188.0)	Direct

Footnotes

F1: On January 25, 2020, 164 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 65 shares were withheld to pay taxes on the resulting gain, resulting in a net issuance of 99 shares of Crane Co. Common Stock.

F2: 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.

F3: 1,188 Performance-Based RSUs granted in January 2017 were converted on January 27, 2020 into the right to receive 728 shares of Common Stock. 286 shares were surrendered to pay taxes on the resulting gain, resulting in a net issuance of 442 shares.

F4: 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 30, 2017), 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.

F5: A Restricted Share Unit is forfeited if the recipient resigns, or employment is terminated, before it has been converted to Common Stock.

F6: 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.