SEC FORM 3

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^*

Keayes Samuel

(Last)

(First)

(Middle)

950 WINTER STREET

4TH FLOOR NORTH

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2024

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)
	SVP, Security & Auth. Tech.

5. 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 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	9,565	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)
2022 Performance-Based Restricted Share Unit	⁽¹⁾	⁽¹⁾	COMMON STOCK	5,238	⁽²⁾	D
2023 Performance-Based Restricted Share Unit	⁽³⁾	⁽³⁾	COMMON STOCK	5,009	⁽²⁾	D
2024 Performance-Based Restricted Share Unit	⁽⁴⁾	⁽⁴⁾	COMMON STOCK	3,879	⁽²⁾	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	01/28/2029	COMMON STOCK	5,400	$29.71	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	01/27/2030	COMMON STOCK	6,002	$31.37	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	01/25/2031	COMMON STOCK	5,197	$29.5	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	02/07/2032	COMMON STOCK	8,195	$38.18	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	02/06/2033	COMMON STOCK	7,057	$44.93	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	02/28/2034	COMMON STOCK	4,609	$58	D
Restricted Share Unit	⁽¹¹⁾	⁽¹¹⁾	COMMON STOCK	8,099	⁽¹²⁾	D

Explanation of Responses:

1. 2022 Performance-Based Restricted Share Units (RSUs) vest on December 31, 2024, if issuer's common stock achieves certain performance criteria for each fiscal year over the three years ending December 31, 2024, and contingent on continued employment with issuer, subject to certain exceptions.

2. Each Performance-Based RSU represents a contingent right to receive a number of shares of issuer common stock between 0 and 2.00.

3. 2023 Performance-Based RSUs vest on December 31, 2025, if issuer's common stock achieves certain performance criteria for each fiscal year over the three years ending December 31, 2025, and contingent on continued employment with issuer, subject to certain exceptions.

4. 2024 Performance-Based RSUs vest on December 31, 2026, if issuer's common stock achieves certain performance criteria for each fiscal year over the three years ending December 31, 2026, and contingent on continued employment with issuer, subject to certain exceptions.

5. Options become exercisable 25% per year over four years beginning on the first anniversary of the date of grant. The date of grant for these options was 1/28/2019.

6. Options become exercisable 25% per year over four years beginning on the first anniversary of the date of grant. The date of grant for these options was 1/27/2020.

7. Options become exercisable 25% per year over four years beginning on the first anniversary of the date of grant. The date of grant for these options was 1/25/2021.

8. Options become exercisable 25% per year over four years beginning on the first anniversary of the date of grant. The date of grant for these options was 2/7/2022.

9. Options become exercisable 25% per year over four years beginning on the first anniversary of the date of grant. The date of grant for these options was 2/6/2023.

10. Options become exercisable 25% per year over four years beginning on the first anniversary of the date of grant. The date of grant for these options was 2/28/2024.

11. Restricted Share Units (RSUs) vest 25% per year over four years beginning on the first anniversary of the date of grant. Includes 2,278 RSUs that vest on 7/27/2024, 691 RSUs that vest on 1/25/2025, 1,311 RSUs that vest ratably in two annual installments beginning on 2/7/2025, 1,879 RSUs that vest ratably in three annual installments beginning on 2/6/2025, and 1,940 RSUs that vest ratably in four annual installments beginning on 2/28/2025.

12. RSUs convert into common stock on a one-for-one basis.

Remarks:

	/s/ Paul G. Igoe, Attorney-in-Fact	05/07/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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