SEC Form 4 · accession 0001562180-15-000184

CIRCOR INTERNATIONAL INC · CIR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Alan J Glass

Officer — VP,General Counsel & Secretary

Period of report

Mar 5, 2015

Accepted (ET)

Mar 9, 2015 · 2:50 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001091883

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Mar 5, 2015	M	1,647	—	A	27,389	I	by Trust
Common Stock^F1,F2	Mar 5, 2015	F	539	—	D	26,850	I	by Trust
Common Stock^F3,F2	Mar 5, 2015	M	3,014	—	A	29,864	I	by Trust
Common Stock^F3,F2	Mar 5, 2015	F	965	—	D	28,899	I	by Trust
Common Stock^F4,F2	Mar 5, 2015	M	488	—	A	29,387	I	By Trust
Common Stock^F4,F2	Mar 5, 2015	F	159	—	D	29,228	I	by Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit (MSP)^F1	$0.00	Mar 5, 2015	M	1,647	D	Mar 5, 2015	Mar 5, 2022	Common Stock	1,647	0	D
Restricted Stock Unit^F4	$0.00	Mar 5, 2015	M	488	D	Mar 5, 2015	Mar 5, 2022	Common Stock	488	0	D

Explanation of responses

F1The Restricted Stock Units (RSUs), the conversion of which are reported herein, were issued to the Reporting Person pursuant to issuers Management Stock Purchase Plan (MSPP) on 3/5/2012 utilizing a fair market value (FMV) of a share of the issuers stock of $32.76. RSUs are issued in whole units on the basis of a 33 percent discount from FMV of the issuers common stock on the date the underlying bonus is determined ($21.95 in this case) and generally vest 3 years from date of grant, at which time they convert into shares of common stock unless the executive has previously elected a longer deferral period. Acquisition price reflects the 33% discount to FMV of issuers stock on grant date. This report reflects the acquisition by the Reporting Person of the common stock underlying the RSUs minus sufficient shares withheld to pay applicable income taxes.
F2The shares reported as indirectly held by the reporting person are held in a revocable trust for which the reporting person and his spouse serve as both trustees and beneficiaries; as such, the total number of shares held indirectly also reflects the previous transfer of shares from the reporting person to such trust, a transaction which is exempt from the reporting requirements of Section 16 as such transaction had no effect on the reporting person's pecuniary interest in the underlying shares.
F3The shares issued herein to the Reporting Person by the issuer are the result of actual achievement against the metrics associated with a Performance Based RSU grant made by the issuer on 3/05/2012. These metrics consisted of targets for 2014 Return on Invested Capital and Adjusted Operating Margin with potential payouts ranging from 0% to 200%. This report reflects the acquisition of shares by the Reporting Person based on 200% achievement minus sufficient shares withheld to pay applicable income taxes.
F4The Restricted Stock Units (RSUs), the conversion of which are reported herein, were granted to the Reporting Person by the issuer as part of equity incentive grants made by the issuer on 3/05/2012 utilizing a fair market value (FMV) of a share of the issuers stock of $32.76. The RSU grant vests in equal portions over a three year period, and are received by the Reporting Person upon vesting, on a one-for-one basis. This report reflects the final vesting of one-third portion of the original RSU grant and the acquisition by the Reporting Person of the underlying shares minus sufficient shares withheld to pay applicable income taxes.