SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Shardelow Bianca B.

(Last)

(First)

(Middle)

950 WINTER STREET 4TH FLOOR NORTH

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/03/2023

3. Issuer Name and Ticker or Trading Symbol
Crane NXT, Co. [ CXT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Controller & CAO

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/12/2023

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	675⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Share Unit	⁽²⁾	⁽²⁾	COMMON STOCK	5,093⁽³⁾	⁽⁴⁾	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	01/27/2030	COMMON STOCK	5,336⁽³⁾	$31.37⁽⁶⁾	D

Explanation of Responses:

1. The reporting person's original Form 3 filed on April 12, 2023 incorrectly reported 1,135 shares of common stock held directly by the reporting person.

2. Includes 384 Restricted Share Units that vest on January 27, 2024, 1,357 Restricted Share Units that vest ratably in two equal annual installments beginning on January 25, 2024, 1,572 Restricted Share Units that vest ratably in three equal annual installments beginning on February 7, 2024, and 1,780 Restricted Share Units that vest ratably in four equal annual installments beginning on February 6, 2024.

3. Pursuant to the terms of the spin-off of Crane Company from the issuer on April 3, 2023 (the "Separation"), the number of shares underlying all Restricted Share Unit and Option awards issued by the issuer that were held by then employees of the issuer, including the reporting person, and outstanding immediately prior to the consummation of the Separation, were adjusted. The adjustment was intended to maintain the intrinsic value of the Restricted Share Unit and Option awards of the issuer immediately before and after the consummation of the Separation. The number reported here reflects such adjustment.

4. Restricted Share Units convert into common stock on a one-for-one basis.

5. Options 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, which was January 27, 2020

6. Pursuant to the terms of the Separation, the exercise price of all Option awards issued by the issuer that were held by then employees of the issuer, including the reporting person, and outstanding immediately prior to the consummation of the Separation, were adjusted. The adjustment was intended to maintain the intrinsic value of the Option awards of the issuer immediately before and after the consummation of the Separation. The number reported here reflects such adjustment.

Remarks:

	/s/ Paul G. Igoe, Attorney-in-Fact	01/08/2024
	** 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 5 (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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