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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CRANE CO /DE/ [ CR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/20/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/20/2013 | M | 50,000(1) | A | $31.94 | 195,031 | D | |||
CRANE CO. COMMON, PAR VALUE $1.00 | 05/20/2013 | F | 37,892(2) | D | $60.24 | 157,139 | D | |||
CRANE CO. COMMON, PAR VALUE $1.00 | 05/21/2013 | G | 2,000(3) | D | $0.0000 | 155,139 | D | |||
CRANE CO. COMMON, PAR VALUE $1.00 | 05/21/2013 | S | 16,309 | D | $60.0463(4) | 138,830 | D | |||
CRANE CO. COMMON, PAR VALUE $1.00 | 05/21/2013 | S | 31,684(5) | D | $60.1437(6) | 202,880 | I | By GRAT | ||
CRANE CO. COMMON, PAR VALUE $1.00 | 3,513 | I | 401(K) | |||||||
CRANE CO. COMMON, PAR VALUE $1.00 | 72,522 | I | By family trusts |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $31.94 | 05/20/2013 | M | 50,000(2) | (7) | 01/25/2016 | CRANE CO. COMMON, PAR VALUE $1.00 | 50,000 | $0.0000 | 130,000 | D |
Explanation of Responses: |
1. Mr. Fast exercised 50,000 stock options priced at $31.94, at a market price of $60.24. The resulting after-tax gain was taken in the form of 12,108 shares of Crane Co. Stock, resulting in a net increase in Mr. Fast's direct holdings by that amount. Mr. Fast tendered 26,511 shares of previously owned stock to pay the exercise price of the options, and 11,381 shares were withheld to pay taxes on the resulting gain. |
2. Mr. Fast exercised 50,000 stock options priced at $31.94, at a market price of $60.24. The resulting after-tax gain was taken in the form of 12,108 shares of Crane Co. Stock, resulting in a net increase in Mr. Fast's direct holdings by that amount, to 157,139 shares. Mr. Fast tendered 26,511 shares of previously owned stock to pay the exercise price of the options, and 11,381 shares were withheld to pay taxes on the resulting gain. |
3. 2,000 shares were transferred to Fidelity Charitable Gift Fund, allocated by the Fund to the Fast Giving Account, and subsequently sold by the Fund. |
4. Weighted average price at which shares were sold in multiple same-day transactions at prices ranging from $59.81 to $60.54. 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. 31,684 shares of Crane Co. common stock were sold by the Eric C. Fast 2010 GRAT No. 2, a grantor retained annuity 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 $59.82 to $60.40. 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 remaining 25% will vest on the fourth anniversary of the grant date (01/25/2014). |
Remarks: |
After these transactions, Mr. Fast's total beneficial holdings of Crane Co. stock, including Restricted Share Units, are 452,545. |
Attorney In Fact, Christopher Dee | 05/22/2013 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |