Enpro Inc. — Director's Dealing 2017

Feb 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENPRO INDUSTRIES, INC (NPO)
CIK: 0001164863
Period of Report: 2017-02-05

Reporting Person: Favenesi William A. (division president)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-05	Common Stock	M	1389.0000	—	Acquired	3851.0000	Direct
2017-02-05	Common Stock	M	15.0000	—	Acquired	3866.0000	Direct
2017-02-05	Common Stock	F	2.0000	$67.5900	Disposed	3864.0000	Direct
2017-02-05	Common Stock	F	455.0000	$67.5900	Disposed	3409.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-05	Restricted Stock Units	$	M	1389.0000	Disposed		Common Stock (1389.0000)	Direct
2017-02-05	Restricted Stock Units (MSPP)	$	M	15.0000	Disposed		Common Stock (15.0000)	Direct

Footnotes

F1: Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

F2: The restricted stock units were awarded on February 5, 2014 and vested three years from the date of grant.

F3: The restricted stock units were awarded on February 5, 2014 and vested three years from the date of grant. Receipt of the shares is deferred pursuant to the EnPro Industries, Inc. Management Stock Purchase Deferral Plan.