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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2018 Performance-Based Restricted Share Unit | (3) | 01/29/2018 | A | 4,283 | (4) | (4) | CRANE CO. COMMON, PAR VALUE $1.00 | 4,283 | $ 0 | 4,283 | D | ||||
| Restricted Share Unit | (5) | 01/29/2018 | A | 1,285 | (6) | (7) | CRANE CO. COMMON, PAR VALUE $1.00 | 1,285 | $ 0 | 6,756 | D | ||||
| Employee Stock Option (Right to Buy) | $ 93.4 | 01/29/2018 | A | 15,739 | (8) | 01/29/2028 | CRANE CO. COMMON, PAR VALUE $1.00 | 15,739 | $ 0 | 15,739 | D | ||||
| 2015 Performance-Based Restricted Share Unit | (1) | 01/29/2018 | M | 5,728 | (9) | (9) | CRANE CO. COMMON, PAR VALUE $1.00 | 5,728 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Pinkham Louis V. 100 FIRST STAMFORD PLACE STAMFORD, CT 06902-6784 |
Senior Vice President | |||
| Attorney In Fact, Christopher Dee | 01/31/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each 2015 Performance-Based RSU granted in January 2015 represented a contingent right to receive a number of shares of Crane Co. Common Stock between zero and 1.75 to be determined with reference to the Total Shareholder Return of Crane Co.'s Common Stock compared to that of companies in the S&P MidCap 400 Capital Goods Group during the period beginning January 1, 2015 and ending December 31, 2017. On January 30, 2018, each Performance-Based RSU was converted to the right to receive 1.698 shares of Common Stock. |
| (2) | 5,728 Performance-Based RSUs granted in January 2015 were converted on January 29, 2017 into the right to receive 9,726 shares of Common Stock, and 3,285 shares were surrendered to pay taxes on the resulting gain. |
| (3) | Each 2018 Performance-Based RSU represents a contingent right to receive a number of shares of Crane Co. common stock between zero and 2.00, depending upon the Total Shareholder Return of Crane Co.'s common stock compared to that of the companies in the S&P MidCap 400 Capital Goods Group during the period beginning January 1, 2018 and ending December 31, 2020. |
| (4) | Assuming the performance conditions specified in footnote 3 are met, the Performance-Based RSUs will vest on December 31, 2020, if the recipient remains employed by the Company; or has died or become permanently disabled; or has retired at age 65 (or age 62 with ten years of service) subject to a non-competition condition. In the event of a change in control of the Company, the vesting percentage would be determined as of the date of the change in control, although the date of vesting would remain December 31, 2020. |
| (5) | Each Restricted Share Unit represents the right to receive one share of Crane Co. Common Stock if the recipient remains employed by the Company upon expiration of the time-based restrictions, or in certain other circumstances as described in footnote 6. |
| (6) | 25% of the Restricted Share Units granted will be converted into shares of Common Stock on each of the first, second, third and fourth anniversaries of the grant date, provided the recipient remains employed by the Company, or retires after age 65, or after age 62 with ten years of service; all Restricted Share Units will be converted into shares of Common Stock upon death or permanent disability, or if employment is involuntarily terminated within two years after a change in control of the Company. |
| (7) | A Restricted Share Unit is forfeited if the recipient resigns, or employment is terminated, before it has been converted to Common Stock. |
| (8) | Options become exercisable 25% on the first anniversary, 50% on the second anniversary, 75% on the third anniversary and 100% on the fourth anniversary of the date of grant. |
| (9) | Assuming the performance conditions specified in footnote 1 are met, the 2015 Performance-Based RSUs will vest, subject to certification of the performance conditions, on December 31, 2017, provided the recipient remains employed by the Company; or upon the recipient's earlier retirement, death or permanent disability; or upon a change in control of the Company. |