Enpro Inc. — Director's Dealing 2019

Feb 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENPRO INDUSTRIES, INC (NPO)
CIK: 0001164863
Period of Report: 2019-02-12

Reporting Person: Riley Marvin (EVP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-12	Common Stock	A	2830.0000	$68.5300	Acquired	17015.0000	Direct
2019-02-12	Common Stock	F	936.0000	$68.5300	Disposed	16079.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-12	Restricted Stock Units	$	A	3641.0000	Acquired		Common Stock (3641.0000)	Direct
2019-02-12	Restricted Stock Units	$	A	4000.0000	Acquired		Common Stock (4000.0000)	Direct
2019-02-12	Restricted Stock Units	$	D	4000.0000	Disposed		Common Stock (4000.0000)	Direct

Footnotes

F1: Shares awarded under the EnPro Industries 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.

F5: The restricted stock units will vest on the third anniversary of the grant date. The reported transaction reflects the February 12, 2019 amendment of a restricted stock unit award granted on July 24, 2017 to remove the relocation condition for vesting, and according such restricted stock units would vest three years after the initial award date subject to continued employment.

F6: If by December 31, 2018, Mr. Riley has relocated his permanent residence to the Charlotte, North Carolina area, the restricted stock units will vest on the third anniversary of the grant date. The reported transaction reflects the February 12, 2019 amendment of a restricted stock unit award granted on July 24, 2017 to remove the relocation condition for vesting, and according such restricted stock units would vest three years after the initial award date subject to continued employment.