Enpro Inc. — Director's Dealing 2013

Feb 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENPRO INDUSTRIES, INC (NPO)
CIK: 0001164863
Period of Report: 2013-02-05

Reporting Person: Burnett David S. (Treasurer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-05	Restricted Stock Units	$	A	802.0000	Acquired		Common Stock (802.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	489.4580	Indirect

Footnotes

F1: Restricted stock units awarded under the Amended and Restated 2002 Equity Compensation Plan. Each restricted stock unit represents a contingent right to receive one share of NPO common stock and cash payment equal to dividends paid on a share of common stock since the date of grant.

F2: The restricted stock units will vest on the third anniversary of the grant date.