Crane (CR) Form 4 Crane / MAX H MITCHELL 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^*

MITCHELL MAX H

(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 [ CR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2023

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	11/27/2023		M		34,691	A	$64.86	357,319	D
Common Stock	11/28/2023		M(1)		22,542	A	$64.86	379,861	D
Common Stock	11/27/2023		S		15,136	D	$108.25(2)	364,725	D
Common Stock	11/27/2023		S		19,555	D	$109.62(3)	345,170	D
Common Stock	11/28/2023		S		11,257	D	$104.4(4)	333,913	D
Common Stock	11/28/2023		S		1,743	D	$105.67(5)	332,170	D
Common Stock	11/28/2023		S		1,337	D	$106.77(6)	330,833	D
Common Stock	11/28/2023		S		585	D	$107.57(7)	330,248	D
Common Stock	11/28/2023		S		5,467	D	$109.4(8)	324,781	D
Common Stock	11/28/2023		S		2,153	D	$109.79(9)	322,628(10)	D
Common Stock								2,952	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
Employee Stock Option (Right to Buy)	$64.86	11/27/2023		M			34,691	(11)	01/29/2028	CRANE CO. COMMON, PAR VALUE $1.00	34,691	$0	48,502	D
Employee Stock Option (Right to Buy)	$64.86	11/28/2023		M			22,542	(11)	01/29/2028	CRANE CO. COMMON, PAR VALUE $1.00	22,542	$0	25,960	D

Explanation of Responses:

1. Mr. Mitchell exercised and sold 57,233 stock options to better diversify his investment portfolio, which is largely comprised of Crane Company stock. Following this exercise and sale, Mr. Mitchell's direct ownership level remains unchanged at 322,628 shares of Crane Company stock.

2. Weighted average price at which shares were sold at prices ranging from $107.76 to $108.48. The reporting person undertakes to provide, upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. Weighted average price at which shares were sold at prices ranging from $109.14 to $110.11. The reporting person undertakes to provide, upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. Weighted average price at which shares were sold at prices ranging from $104.08 to $104.76. The reporting person undertakes to provide, upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

5. Weighted average price at which shares were sold at prices ranging from $105.22 to $106.05. The reporting person undertakes to provide, upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

6. Weighted average price at which shares were sold at prices ranging from $106.28 to $107.25. The reporting person undertakes to provide, upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

7. Weighted average price at which shares were sold at prices ranging from $107.31 to $108.16. The reporting person undertakes to provide, upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

8. Weighted average price at which shares were sold at prices ranging from $108.67 to $109.66. The reporting person undertakes to provide, upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

9. Weighted average price at which shares were sold at prices ranging from $109.67 to $110.12. The reporting person undertakes to provide, upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

10. The Company's stock ownership guidelines require Mr. Mitchell to maintain a minimum ownership level of 6x his base salary as President and Chief Executive Officer. After giving effect to the exercise and sale, Mr. Mitchell continues to beneficially own more than 20x his base salary in Company shares.

11. The options were granted 1/29/2018 with a ten-year term and vested 25% each year over four years.

Remarks:

	Attorney In Fact, Anthony M. D'Iorio	11/29/2023
	** 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).
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