SEC Form 4 · accession 0001225208-15-002249
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 26, 2015
Accepted (ET)
Jan 28, 2015 · 7:20 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2012 Performance-Based Restricted Share UnitF1,F2 | — | Jan 26, 2015 | D | 5,029 | D | — | — | CRANE CO. COMMON, PAR VALUE $1.00 | 5,029 | 0 | D |
| 2015 Performance-Based Restricted Share UnitF3,F4 | — | Jan 26, 2015 | A | 4,583 | A | — | — | CRANE CO. COMMON, PAR VALUE $1.00 | 4,583 | 4,583 | D |
| Employee Stock Option (Right to Buy)F5 | $58.47 | Jan 26, 2015 | A | 19,878 | A | — | Jan 26, 2025 | CRANE CO. COMMON, PAR VALUE $1.00 | 19,878 | 19,878 | D |
| Restricted Share UnitF6,F7,F8 | — | Jan 26, 2015 | A | 1,437 | A | — | — | CRANE CO. COMMON, PAR VALUE $1.00 | 1,437 | 4,047 | D |
Explanation of responses
- F1Each 2012 Performance-Based RSU represents a contingent right to receive a number of shares of Crane Co. Common Stock between zero and 1.75, 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, 2012 and ending December 31, 2014.
- F2Assuming the performance conditions specified in footnote 1 were met, the 2012 Performance-Based RSUs, subject to certification of the performance conditions, would have vested on December 31, 2014, provided the recipient remained employed by the Company; or upon the recipient's earlier retirement, death or permanent disability; or upon a change in control of the Company.
- F3Each 2015 Performance-Based RSU represents a contingent right to receive a number of shares of Crane Co. Common Stock between zero and 1.75, 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, 2015 and ending December 31, 2017.
- F4Assuming the performance conditions specified in footnote 3 are met, the 2015 Performance-Based RSUs will vest, subject to certification of the performance conditions, on December 31, 2017, 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.
- 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.
- F6Each 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 in the event of a change in control of the Company.
- F725% 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 in the event of a change in control of the Company.
- F8A Restricted Share Unit is forfeited if the recipient ceases to be employed by the Company before it has been converted to Common Stock.
Remarks
The 2012 Performance-Based RSUs expired without being converted into shares of Common Stock because the performance vesting conditions were not met.