SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NAUGLE THOMAS E

(Last)

(First)

(Middle)

C/O CIRCOR INTERNATIONAL INC

25 CORPORATE DRIVE STE 130

(Street)

BURLINGTON

01803

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CIRCOR INTERNATIONAL INC [ CIR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	02/18/2008		M		166⁽¹⁾	A	$24.9	4,656	D
COMMON STOCK	02/18/2008		M		1,648⁽²⁾	A	⁽²⁾	6,304⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
RESTRICTED STOCK UNITS⁽¹⁾	⁽¹⁾	02/18/2008		M			166⁽¹⁾	⁽¹⁾	⁽¹⁾	COMMON STOCK	166	⁽¹⁾	0	D
RESTRICTED STOCK UNITS	⁽²⁾	02/18/2008		M			1,648⁽²⁾	⁽²⁾	⁽²⁾	COMMON STOCK	1,648	⁽²⁾	0	D

Explanation of Responses:

1. The Restricted Stock Units (RSU), the conversion of which are reported herein, were granted to the Reporting Person by the issuer as part of equity incentive grants made by the issuer on February 18, 2005. On that date the fair market value (FMV) of a share of the issuer's stock was $24.90. The RSU grant vests in equal portions over a three (3) year period from the date of the award and are received by the Reporting Person upon vesting unless the Reporting Person has previously chosen a longer deferral period. This report reflects the vesting of the all of the RSU from the original grant and the acquisition by the Reporting Person of the underlying shares. The FMV of the shares, based on the closing price of the issuer's stock on February 15, 2008 (last business day before shares vest) is $43.11.

2. The Restricted Stock Units (RSU), the conversion of which is reported herein, were issued to the Reporting person pursuant to issuer's Management Stock Purchase Plan (MSPP) on 2/18/05. On that date the fair market value (FMV) of a share of issuer's common stock was $24.90. Under MSPP, directors may make an advance election to receive RSU in lieu of a specified % or dollar amount of director's annual retainer. RSU are issued in whole units on the basis of a 33% discount from FMV of the issuer's common stock on the date the underlying bonus is determined ($16.68 in this case) and generally vest 3 years from date of grant, at which time they convert into shares of common stock unless the director has previously selected a longer deferral period. Acquisition price reflects the 33% discount to FMV of issuer's stock on grant date. The Reporting Person elected to receive these RSU in lieu of the entire annual director retainer fee of $27,500 for 2005.

	ALAN J. GLASS, ATTORNEY-IN FACT	02/20/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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