SEC Form 4 · accession 0000025445-19-000022
Crane NXT, Co. · CXT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bradley Ellis
Officer — Senior Vice President
Period of report
Jan 28, 2019
Accepted (ET)
Jan 30, 2019 · 8:57 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 $1.00F1 | Jan 28, 2019 | M | 11,685 | $0.00 | A | 166,322 | D | |
| CRANE CO. COMMON, PAR VALUE $1.00F2 | Jan 28, 2019 | F | 3,620 | $79.14 | D | 162,702 | D |
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 UnitF3,F4 | $79.14 | Jan 28, 2019 | A | 3,791 | A | — | — | CRANE CO. COMMON, PAR VALUE $1.00 | 3,791 | 3,791 | D |
| Restricted Share UnitF5,F6,F7 | — | Jan 28, 2019 | A | 1,137 | A | — | — | CRANE CO. COMMON, PAR VALUE $1.00 | 1,137 | 3,499 | D |
| Employee Stock Option (Right to Buy)F8 | $79.14 | Jan 28, 2019 | A | 13,300 | A | — | Jan 28, 2029 | CRANE CO. COMMON, PAR VALUE $1.00 | 13,300 | 13,300 | D |
| 2016 Performance-Based Restricted Share UnitF1 | — | Jan 28, 2019 | M | 6,296 | D | — | — | CRANE CO. COMMON, PAR VALUE $1.00 | 6,296 | 0 | D |
Explanation of responses
- F1Each 2016 Performance-Based RSU granted in January 2016 represented a contingent right to receive a number of shares of Crane Co. Common Stock between zero and 2.00 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, 2016 and ending December 31, 2018. On January 28, 2019, each Performance-Based RSU was converted to the right to receive 1.856 shares of Common Stock.
- F26,296 Performance-Based RSUs granted in January 2016 were converted on January 28, 2019 into the right to receive 11,685 shares of Common Stock. 3,620 shares were surrendered to pay taxes on the resulting gain, resulting in a net issuance of 8,065 shares.
- F3Each 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.
- F4Assuming 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.
- F5Each 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 6.
- F625% 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.
- F7A Restricted Share Unit is forfeited if the recipient resigns, or employment is terminated, before it has been converted to Common Stock.
- F8Options 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.