SEC Form 4 · accession 0000025445-19-000028

Crane NXT, Co. · CXT

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

Reporting owner

Max H Mitchell

Officer — President and CEO · Director

Period of report

Jan 28, 2019

Accepted (ET)

Jan 30, 2019 · 9:09 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 28, 2019	M	82,965	$0.00	A	252,901	D
CRANE CO. COMMON, PAR VALUE $1.00^F2	Jan 28, 2019	F	36,175	$79.14	D	216,726	D
CRANE CO. COMMON, PAR VALUE $1.00	holding	—	—		—	2,669	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
2019 Performance-Based Restricted Share Unit^F3,F4	—	Jan 28, 2019	A	34,804	A	—	—	CRANE CO. COMMON, PAR VALUE $1.00	34,804	34,804	D
Employee Stock Option (Right to Buy)^F5	$79.14	Jan 28, 2019	A	116,293	A	—	Jan 28, 2029	CRANE CO. COMMON, PAR VALUE $1.00	116,293	116,293	D
2016 Performance-Based Restricted Share Unit^F1	—	Jan 28, 2019	M	44,701	D	—	—	CRANE CO. COMMON, PAR VALUE $1.00	44,701	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.
F244,701 Performance-Based RSUs granted in January 2016 were converted on January 28, 2019 into the right to receive 82,965 shares of Common Stock. 36,175 shares were surrendered to pay taxes on the resulting gain, resulting in a net issuance of 46,790 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.
F5Options 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.