SEC Form 4 · accession 0000025445-17-000069

Crane NXT, Co. · CXT

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

Reporting owner

Augustus I Dupont

Officer — V.P., Gen. Couns. & Sec.

Period of report

Jan 30, 2017

Accepted (ET)

Feb 1, 2017 · 6:59 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000025445

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
CRANE CO. COMMON, PAR VALUE $1.00^F1	Jan 30, 2017	M	5,321	$0.00	A	97,047	D
CRANE CO. COMMON, PAR VALUE $1.00^F2	Jan 30, 2017	F	1,801	$73.90	D	95,246	D
CRANE CO. COMMON, PAR VALUE $1.00^F3	Jan 30, 2017	J	107	$0.00	A	5,001	I	401(K)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
2014 Performance-Based Restricted Share Unit^F2,F1	—	Jan 30, 2017	M	4,611	D	—	—	CRANE CO. COMMON, PAR VALUE $1.00	4,611	0	D
2017 Performance-Based Restricted Share Unit^F4,F5	—	Jan 30, 2017	A	3,500	A	—	—	CRANE CO. COMMON, PAR VALUE $1.00	3,500	3,500	D
Employee Stock Option (Right to Buy)^F6	$73.90	Jan 30, 2017	A	15,100	A	—	Jan 30, 2027	CRANE CO. COMMON, PAR VALUE $1.00	15,100	15,100	D
Restricted Share Unit^F7,F8,F9	—	Jan 30, 2017	A	1,137	A	—	—	CRANE CO. COMMON, PAR VALUE $1.00	1,137	3,629	D

Explanation of responses

F1Each 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.
F24,611 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.
F3Between 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.
F4Each 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.
F5Assuming 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.
F6Options 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.
F7Each 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.
F825% 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.
F9A Restricted Share Unit is forfeited if the recipient ceases to be employed by the Company before it has been converted to Common Stock.