Sec Form 4 Filing - MITCHELL MAX H @ CRANE CO /DE/ - 2020-01-27

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MITCHELL MAX H 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 and CEO (Last) (First) (Middle) 100 FIRST STAMFORD PLACE 3. Date of Earliest Transaction (MM/DD/YY) 01/27/2020 (Street) STAMFORD, CT06902-6784 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/27/2020 M 17,471 ( 1 ) A $ 0 234,197 D CRANE CO. COMMON, PAR VALUE $1.00 01/27/2020 F 6,334 ( 2 ) D $ 83.58 227,863 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 2017 Performance-Based Restricted Share Unit ( 1 ) 01/27/2020 M 28,500 ( 1 ) ( 1 ) CRANE CO. COMMON, PAR VALUE $1.00 28,500 $ 0 0 D Employee Stock Option (Right to Buy) $ 83.58 01/27/2020 A 118,273 ( 3 ) 01/27/2030 CRANE CO. COMMON, PAR VALUE $1.00 118,273 $ 0 118,273 D 2020 Performance-Based Restricted Share Unit ( 4 ) 01/27/2020 A 33,920 ( 5 ) ( 5 ) CRANE CO. COMMON, PAR VALUE $1.00 33,920 $ 0 33,920 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MITCHELL MAX H 100 FIRST STAMFORD PLACE STAMFORD, CT06902-6784 X President and CEO Signatures Attorney In Fact, Anthony M. D'Iorio 01/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each 2017 Performance-Based RSU granted in January 2017 represented a contingent right to receive a number of shares of Crane Co. Common Stock between zero and 1.75 to be determined with reference to the Total Shareholder Return of Crane Co.'s Common Stock compared to that of companies in the S&P MidCap 400 Capital Goods Group during the period beginning January 1, 2017 and ending December 31, 2019. On January 27, 2020, each Performance-Based RSU was converted to the right to receive .613 shares of Common Stock. ( 2 )28,500 Performance-Based RSUs granted in January 2017 were converted on January 27, 2020 into the right to receive 17,471 shares of Common Stock. 6,334 shares were surrendered to pay taxes on the resulting gain, resulting in a net issuance of 11,137 shares. ( 3 )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. ( 4 )Each 2020 Performance-Based RSU represents a contingent right to receive a number of shares of Crane Co. common stock between zero and 2.00, depending upon the Total Shareholder Return of Crane Co.'s common stock compared to that of the companies in the S&P MidCap 400 Capital Goods Group during the period beginning January 1, 2020 and ending December 31, 2022. ( 5 )Assuming the performance conditions specified in footnote 4 are met, the Performance-Based RSUs will vest on December 31, 2022, if the recipient remains employed by the Company; or has died or become permanently disabled; or has retired at age 65 (or age 62 with ten years of service) subject to a non-competition condition. In the event of a change in control of the Company, the vesting percentage would be determined as of the date of the change in control, although the date of vesting would remain December 31, 2022

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