Crane NXT (CXT) Form 4 CRANE / Curtis A Baron JR 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^*

Baron Curtis A JR

(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)
Vice President, Controller

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2020

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	01/25/2020		M		164(1)	A	$0	17,529	D
CRANE CO. COMMON, PAR VALUE $1.00	01/27/2020		F		65(1)	D	$85.52	17,464	D
CRANE CO. COMMON, PAR VALUE $1.00	01/27/2020		M		728(2)	A	$0	18,192	D
CRANE CO. COMMON, PAR VALUE $1.00	01/27/2020		F		286(3)	D	$83.58	17,906	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
Restricted Share Unit	(4)	01/25/2020		M			164(1)	(4)	(5)	CRANE CO. COMMON, PAR VALUE $1.00	164	$0	756	D
2017 Performance-Based Restricted Share Unit	(6)	01/27/2020		M			1,188	(6)	(6)	CRANE CO. COMMON, PAR VALUE $1.00	1,188	$0	0	D

Explanation of Responses:

1. On January 25, 2020, 164 Restricted Share Units, each of which represent the right to receive one share of Crane Co. Common Stock, previously reported as beneficially owned by the reporting person, vested due to the passage of time, and 65 shares were withheld to pay taxes on the resulting gain, resulting in a net issuance of 99 shares of Crane Co. Common Stock.

2. Each 2020 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, 2020 and ending December 31, 2022.

3. 1,188 Performance-Based RSUs granted in January 2017 were converted on January 27, 2020 into the right to receive 728 shares of Common Stock. 286 shares were surrendered to pay taxes on the resulting gain, resulting in a net issuance of 442 shares.

4. 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 (January 30, 2017), 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.

5. A Restricted Share Unit is forfeited if the recipient resigns, or employment is terminated, before it has been converted to Common Stock.

6. Each 2017 Performance-Based RSU granted in January 2017 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, 2017 and ending December 31, 2019. On January 27, 2020, each Performance-Based RSU was converted to the right to receive .613 shares of Common Stock.

Remarks:

	Attorney In Fact, Anthony M. D'Iorio	01/29/2020
	** Signature of Reporting Person	Date
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