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*
FAST ERIC C

(Last) (First) (Middle)
100 FIRST STAMFORD PLACE

(Street)
STAMFORD CT 06902-6784

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CRANE CO /DE/ [ CR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/26/2011
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)
Code V Amount (A) or (D) Price
CRANE CO. COMMON, PAR VALUE $1.00 04/26/2011 M 25,000 (1) A $23.23 120,985 D
CRANE CO. COMMON, PAR VALUE $1.00 04/26/2011 F 17,183 (1) D $49.86 103,802 D
CRANE CO. COMMON, PAR VALUE $1.00 04/27/2011 M 25,000 (2) A $23.23 128,802 D
CRANE CO. COMMON, PAR VALUE $1.00 04/27/2011 F 17,170 (2) D $49.95 111,632 D
CRANE CO. COMMON, PAR VALUE $1.00 04/26/2011 S 34,234 (3) D $49.7942 (4) 279,472 I By GRAT
CRANE CO. COMMON, PAR VALUE $1.00 04/26/2011 S 12,735 (5) D $49.8231 (6) 40,902 I Fast Family Trust
CRANE CO. COMMON, PAR VALUE $1.00 2,863 I 401(K)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $23.23 04/26/2011 M 25,000 (1) (7) 01/28/2012 CRANE CO. COMMON, PAR VALUE $1.00 25,000 $0.0000 25,000 D
Employee Stock Option (Right to Buy) $23.23 04/27/2011 M 25,000 (2) (7) 01/28/2012 CRANE CO. COMMON, PAR VALUE $1.00 25,000 $0.0000 0.0000 D
Explanation of Responses:
1. Mr. Fast exercised 25,000 stock options priced at $23.23, at a market price of $49.86. The resulting after-tax gain was taken in the form of 7,817 shares of Crane Co. stock, resulting in a net increase in Mr. Fast's direct holdings by that amount, to 103,802 shares. Mr. Fast tendered 11,648 shares of previously owned stock to pay the exercise price of the options, and 5,535 shares were withheld to pay taxes on the resulting gain.
2. Mr. Fast exercised 25,000 stock options priced at $23.23, at a market price of $49.95. The resulting after-tax gain was taken in the form of 7,830 shares of Crane Co. stock, resulting in a net increase in Mr. Fast's direct holdings by that amount, to 111,632 shares. Mr. Fast tendered 11,627 shares of previously owned stock to pay the exercise price of the options, and 5,543 shares were withheld to pay taxes on the resulting gain.
3. 34,234 shares of Crane Co. common stock were sold by the Eric C. Fast 2010 GRAT No. 1, a grantor retained annuity trust for the benefit of Mr. Fast's spouse and adult children.
4. Weighted average price at which shares were sold in multiple same-day transactions at prices ranging from $49.65 to $49.99. The reporting person undertakes to provide, upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
5. 12,735 shares of Crane Co. common stock were sold by the Fast Family Trust for the benefit of Mr. Fast's spouse and adult children.
6. Weighted average price at which shares were sold in multiple same-day transactions at prices ranging from $49.72 to $50.02. The reporting person undertakes to provide, upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
7. The option vested 50% one year, 75% two years, and 100% three years after the date of grant (01/28/2002).
Attorney In Fact, Christopher Dee 04/28/2011
** Signature of Reporting Person Date
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