Enpro Inc. — Director's Dealing 2017

Feb 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENPRO INDUSTRIES, INC (NPO)
CIK: 0001164863
Period of Report: 2017-02-13

Reporting Person: Sweeney Susan E (division president)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-13	Phantom Stock (MSPP)	$	A	396.0000	Acquired	2022-01-01	Common Stock (396.0000)	Direct
2017-02-13	Restricted Stock Units	$	A	1085.0000	Acquired		Common Stock (1085.0000)	Direct
2017-02-13	Restricted Stock Units (MSPP)	$	A	99.0000	Acquired		Common Stock (99.0000)	Direct

Footnotes

F1: Each Phantom Stock (MSPP) is the economic equivalent of one share of common stock. The Phantom Stock (MSPP) become payable, in cash, at the earlier of January 1, 2022 or the date of the reporting person's separation of service as an employee.

F2: 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.

F3: The restricted stock units will vest on the third anniversary of the grant date.

F4: 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.