Enpro Inc. — Director's Dealing 2014

Feb 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENPRO INDUSTRIES, INC (NPO)
CIK: 0001164863
Period of Report: 2014-02-05

Reporting Person: Pease Alexander W (Senior VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-05	Common Stock	A	7427.0000	$71.8300	Acquired	9927.0000	Direct
2014-02-05	Common Stock	F	2521.0000	$71.8300	Disposed	7406.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-05	Restricted Stock Units	$	A	7044.0000	Acquired		Common Stock (7044.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50.0000	Indirect

Footnotes

F1: Shares awarded under the EnPro Industries, Inc. Long-Term Incentive Plan.

F2: Shares surrendered to Issuer to cover the tax liability of the award.

F3: 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.

F4: The restricted stock units will vest on the third anniversary of the grant date.