SEC Form 4 · accession 0000025445-19-000021
Crane NXT, Co. · CXT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony M. D'Iorio
Officer — V.P., Gen. Couns. & Sec.
Period of report
Jan 28, 2019
Accepted (ET)
Jan 30, 2019 · 8:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000025445
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 Performance-Based Restricted Share UnitF1,F2 | $79.14 | Jan 28, 2019 | A | 3,791 | A | — | — | CRANE CO. COMMON, PAR VALUE $1.00 | 3,791 | 3,791 | D |
| Restricted Share UnitF3,F4,F5 | — | Jan 28, 2019 | A | 1,137 | A | — | — | CRANE CO. COMMON, PAR VALUE $1.00 | 1,137 | 3,945 | D |
| Employee Stock Option (Right to Buy)F6 | $79.14 | Jan 28, 2019 | A | 13,300 | A | — | Jan 29, 2019 | CRANE CO. COMMON, PAR VALUE $1.00 | 13,300 | 13,300 | D |
Explanation of responses
- F1Each 2019 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, 2019 and ending December 31, 2021.
- F2Assuming the performance conditions specified in footnote 3 are met, the Performance-Based RSUs will vest on December 31, 2021, if the recipient remains employed by the Company; or has died or become permanently disabled; or has retired at age 65 (or age 62 with ten years of service) subject to a non-competition condition. In the event of a change in control of the Company, the vesting percentage would be determined as of the date of the change in control, although the date of vesting would remain December 31, 2021.
- F3Each 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 in certain other circumstances as described in footnote 4.
- F425% 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 28, 2019) 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.
- F5A Restricted Share Unit is forfeited if the recipient resigns, or employment is terminated, before it has been converted to Common Stock.
- 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.
Remarks
Power of Attorney and Confirming Statement attached.