Benante Martin R Form 4 Crane / MARTIN R BENANTE 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^*

BENANTE MARTIN R

(Last) (First) (Middle)

100 FIRST STAMFORD PLACE

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Crane Co [ CR ]

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)
04/24/2023

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
Common Stock	04/24/2023		A		121(1)	A	$0.00	1,191(2)	D

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
Deferred Stock Units	(3)	04/24/2023		A		1,897		(4)	(4)	Common Stock	1,897	$0.00	16,575(5)	D
Deferred Stock Units	(3)	04/24/2023(6)		A		254		(4)	(4)	Common Stock	254	$0.00	16,289	D

Explanation of Responses:

1. Shares granted as part of the reporting person's election to receive a portion of the cash retainer for board services in fully vested shares of common stock.

2. Includes 1,070 shares received by the reporting person in a pro rata distribution by Crane Holdings, Co. ("Holdings") in connection with the spin-off of the issuer from Holdings on April 3, 2023 (the "Separation").

3. Deferred Stock Units convert into common stock on a one-for-one basis upon separation from service on the Board of Directors.

4. Deferred Stock Units are forfeited if service terminates before the one-year anniversary of the grant, unless termination results from death or change in control of Crane Company.

5. Pursuant to the terms of the Separation, all Deferred Stock Units issued by Holdings that were held by then directors of Holdings, including the reporting person, and outstanding immediately prior to the consummation of the Separation, were adjusted. Pursuant to the adjustment, each such holder of a Deferred Stock Unit of Holdings received Deferred Stock Units of both Holdings and the issuer on terms intended to maintain the intrinsic value of the Deferred Stock Unit of Holdings immediately before and after the consummation of the Separation, on the same general terms and conditions as were in place immediately prior to the consummation of the Separation. The Deferred Stock Units of the issuer represent Deferred Stock Units received by the reporting person pursuant to such adjustment.

6. Represents Deferred Stock Unit dividends accumulated during the year.

Remarks:

	Attorney In Fact, Anthony M. D'Iorio	04/26/2023
	** 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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