Enpro Inc. — Director's Dealing 2015

Feb 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENPRO INDUSTRIES, INC (NPO)
CIK: 0001164863
Period of Report: 2015-02-18

Reporting Person: Hudon Gilles (division president)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-18	Common Stock	A	925.0000	$64.5400	Acquired	10627.0000	Direct
2015-02-18	Common Stock	F	350.0000	$64.5400	Disposed	10277.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-18	Phantom Stock (MSPP)	$	A	116.0000	Acquired		Common Stock (116.0000)	Direct
2015-02-18	Restricted Stock Units	$	A	1433.0000	Acquired		Common Stock (1433.0000)	Direct
2015-02-18	Restricted Stock Units (MSPP)	$	A	29.0000	Acquired		Common Stock (29.0000)	Direct

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: Each Phantom Stock (MSPP) is the economic equivalent of one share of common stock. The Phantom Stock (MSPP) become payable, in cash, at the date of the reporting person's separation of service as an employee.

F4: 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.

F5: The restricted stock units will vest on the third anniversary of the grant date.

F6: The restricted stock units will vest on the third anniversary of the grant date and delivery of shares under vested restricted stock units will be deferred pursuant to the EnPro Industries, Inc. Management Stock Purchase Deferral Plan.