Crane NXT, Co. — Director's Dealing 2021

Jan 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CRANE CO /DE/ (CR)
CIK: 0000025445
Period of Report: 2021-01-25

Reporting Person: Cristiano Christina (V.P., Controller & PAO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-25	Restricted Share Unit	$	A	604	Acquired		CRANE CO. COMMON, PAR VALUE $1.00 (604.0)	Direct
2021-01-25	Employee Stock Option (Right to Buy)	$78.59	A	2281	Acquired	2031-01-25	CRANE CO. COMMON, PAR VALUE $1.00 (2281.0)	Direct
2021-01-25	2021 Performance-Based Restricted Share Unit	$78.59	A	1209	Acquired		CRANE CO. COMMON, PAR VALUE $1.00 (1209.0)	Direct

Footnotes

F1: 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.

F2: 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, 2021), 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.

F3: A Restricted Share Unit is forfeited if the recipient resigns, or employment is terminated, before it has been converted to Common Stock.

F4: 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.

F5: Each 2021 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, 2021 and ending December 31, 2023.

F6: Assuming the performance conditions specified in footnote 5 are met, the Performance-Based RSUs will vest on December 31, 2023, 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, 2023.