SEC Form 4 · accession 0001225208-16-024882
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 25, 2016
Accepted (ET)
Jan 28, 2016 · 10:00 am 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 25, 2016 | M | 3,645 | $0.00 | A | 151,185 | D | |
| CRANE CO. COMMON, PAR VALUE $1.00F2 | Jan 25, 2016 | F | 130 | $43.57 | D | 151,055 | D | |
| CRANE CO. COMMON, PAR VALUE $1.00F3 | Jan 25, 2016 | F | 1,331 | $43.57 | D | 149,724 | D | |
| CRANE CO. COMMON, PAR VALUE $1.00 | holding | — | — | — | 5,737 | I | 401(K) | |
| CRANE CO. COMMON, PAR VALUE $1.00 | holding | — | — | — | 2,774 | I | DRP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2013 Performance-Based Restricted Share UnitF3,F1 | — | Jan 25, 2016 | M | 4,214 | D | — | — | CRANE CO. COMMON, PAR VALUE $1.00 | 4,214 | 0 | D |
| 2016 Performance-Based Restricted Share UnitF4,F5 | — | Jan 25, 2016 | A | 6,296 | A | — | — | CRANE CO. COMMON, PAR VALUE $1.00 | 6,296 | 6,296 | D |
| Employee Stock Option (Right to Buy)F6 | $43.57 | Jan 25, 2016 | A | 32,209 | A | — | Jan 25, 2026 | CRANE CO. COMMON, PAR VALUE $1.00 | 32,209 | 32,209 | D |
| Restricted Share UnitF7,F8,F9 | — | Jan 25, 2016 | A | 2,066 | A | — | — | CRANE CO. COMMON, PAR VALUE $1.00 | 2,066 | 4,538 | D |
Explanation of responses
- F1Each 2013 Performance-Based RSU granted in January 2013 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, 2013 and ending December 31, 2015. On January 25, 2016, each Performance-Based RSU was converted to the right to receive 0.865 shares of Common Stock.
- F2On January 25, 2016, 400 shares of Restricted Stock previously reported as beneficially owned by the reporting person vested due to the passage of time, and 130 shares were surrendered to pay taxes on such vested shares.
- F34,214 Performance-Based RSUs granted in January 2013 were converted on January 25, 2016 into the right to receive 3,645 shares of Common Stock, and 1,331 shares were surrendered to pay taxes on the resulting gain.
- F4Each 2016 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, 2016 and ending December 31, 2018.
- F5Assuming the performance conditions specified in footnote 4 are met, the Performance-Based RSUs will vest on December 31, 2018, 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.