Enpro Inc. — Director's Dealing 2016

Mar 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENPRO INDUSTRIES, INC (NPO)
CIK: 0001164863
Period of Report: 2016-03-23

Reporting Person: Botts Thomas M. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-23	Phantom Stock	$	A	27.0000	Acquired		Common Stock (27.0000)	Direct
2016-03-23	Phantom Stock	$	A	9.7179	Acquired		Common Stock (9.7179)	Direct

Footnotes

F1: 1-for-1

F2: Dividend equivalent rights accrued to previously granted phantom stock awards under the Amended and Restated 2002 Equity Compensation Plan of EnPro Industries, Inc.

F3: Vesting and payout occurs on the earliest of death, disability or the vesting and payout of the underlying award with respect to which the dividend equivalents relate.

F4: Price is based on the closing selling price of common stock pursuant to the Amended and Restated 2002 Equity Compensation Plan of EnPro Industries, Inc.

F5: Balance includes multiple phantom stock grants, phantom stock accruals and previously accrued dividend equivalents.

F6: Dividend equivalent rights accrued to previously acquired phantom stock under the Deferred Compensation Plan for Non-Employee Directors (as amended and restated) of EnPro Industries, Inc.

F7: Price is based on the closing selling price of common stock pursuant to the Deferred Compensation Plan for Non-Employee Directors (as amended and restated) of EnPro Industries, Inc.