Augustus I Dupont Form 4 CRANE / AUGUSTUS I DUPONT 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^*

DUPONT AUGUSTUS I

(Last) (First) (Middle)

100 FIRST STAMFORD PLACE

(Street)

STAMFORD CT 06902-6784

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CRANE CO /DE/ [ CR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
V.P., Gen. Couns. & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2017

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
CRANE CO. COMMON, PAR VALUE $1.00	01/30/2017		M		5,321(1)	A	$0	97,047	D
CRANE CO. COMMON, PAR VALUE $1.00	01/30/2017		F		1,801(2)	D	$73.9	95,246	D
CRANE CO. COMMON, PAR VALUE $1.00	01/30/2017		J	V	107(3)	A	$0	5,001	I	401(K)

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
2014 Performance-Based Restricted Share Unit	(1)	01/30/2017		M			4,611(2)	(1)	(1)	CRANE CO. COMMON, PAR VALUE $1.00	4,611	$0	0	D
2017 Performance-Based Restricted Share Unit	(4)	01/30/2017		A		3,500		(5)	(5)	CRANE CO. COMMON, PAR VALUE $1.00	3,500	$0	3,500	D
Employee Stock Option (Right to Buy)	$73.9	01/30/2017		A		15,100		(6)	01/30/2027	CRANE CO. COMMON, PAR VALUE $1.00	15,100	$0	15,100	D
Restricted Share Unit	(7)	01/30/2017		A		1,137		(8)	(9)	CRANE CO. COMMON, PAR VALUE $1.00	1,137	$0	3,629	D

Explanation of Responses:

1. Each 2014 Performance-Based RSU granted in January 2014 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 the companies in the S&P MidCap 400 Capital Goods Group during the period beginning January 1, 2014 and ending December 31, 2016. On January 30, 2016, each Performance-Based RSU was converted to the right to receive 115.4 shares of Common Stock.

2. 4,611 Performance-Based RSUs granted in January 2014 were converted on January 30, 2017 into the right to receive 5,321 shares of Common Stock, and 1,801 shares were surrendered to pay taxes on the resulting gain.

3. Between January 1, 2016 and December 31,2016, Mr. duPont acquired an aggregate of 107 shares of Common Stock at prevailing market prices through the issuer's 401(K) plan.

4. Each 2017 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, 2017 and ending December 31, 2019.

5. Assuming the performance conditions specified in footnote 4 are met, the Performance-Based RSUs will vest on December 31, 2019, 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.

6. 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.

7. 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 upon retirement, death, permanent disability or termination following a change in control of the Company.

8. 25% of the Restricted Share Units will be converted into shares of Common Stock on each of the first, second, third and fourth anniversaries of the grant, provided the recipient remains employed by the Company; all Restricted Share Units will be converted into shares of Common Stock upon retirement, death, permanent disability, or termination following a change in control of the Company.

9. A Restricted Share Unit is forfeited if the recipient ceases to be employed by the Company before it has been converted to Common Stock.

Remarks:

	Attorney In Fact, Christopher Dee	02/01/2017
	** Signature of Reporting Person	Date
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