Gordon D Harnett Form 4 ENPRO INDUSTRIES / GORDON D HARNETT ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HARNETT GORDON D

(Last) (First) (Middle)

5605 CARNEGIE BLVD.

SUITE 500

(Street)

CHARLOTTE NC 28209

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENPRO INDUSTRIES, INC [ NPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	12/14/2015		A(2)		141		(3)	(3)	Common Stock	141	$44.72(4)	38,216.7194(5)	D
Phantom Stock	(1)	12/14/2015		A(6)		29.0824		(3)	(3)	Common Stock	29.0824	$45.07(7)	38,245.8018(5)	D

Explanation of Responses:

1. 1-for-1

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

3. 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.

4. 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.

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

6. 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.

7. Price is based on the mean of the high and low prices of common stock pursuant to the Deferred Compensation Plan for Non-Employee Directors (as amended and restated) of EnPro Industries, Inc.

	Julie K. Lentz, Attorney in Fact of Gordon D. Harnett	12/15/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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