Sec Form 4 Filing - MITCHELL MAX H @ CRANE CO /DE/ - 2016-07-28

Insider filing report for Changes in Beneficial Ownership
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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)
07/28/2016
(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 07/28/2016 M 40,000 ( 1 ) A $ 43.72 131,238 D
CRANE CO. COMMON, PAR VALUE $1.00 07/28/2016 M 25,000 ( 2 ) A $ 46.52 156,238 D
CRANE CO. COMMON, PAR VALUE $1.00 07/28/2016 F 21,791 ( 2 ) D $ 61.95 134,447 D
CRANE CO. COMMON, PAR VALUE $1.00 07/28/2016 F 33,933 ( 1 ) D $ 61.95 100,514 D
CRANE CO. COMMON, PAR VALUE $1.00 2,549 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 (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
Employee Stock Option (Right to Buy) $ 43.72 07/28/2016 M 40,000 ( 1 ) ( 3 ) 01/24/2017 CRANE CO. COMMON, PAR VALUE $1.00 40,000 $ 0 0 D
Employee Stock Option (Right to Buy) $ 46.52 07/28/2016 M 25,000 ( 2 ) ( 4 ) 05/23/2017 CRANE CO. COMMON, PAR VALUE $1.00 25,000 $ 0 0 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, Christopher Dee 08/01/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Mitchell exercised 40,000 stock options, priced at $43.72 and due to expire January 2017, at a market price of $61.95. The resulting after tax gain was taken in the form of 6,067 shares of Crane Co. Stock, resulting in a net increase in Mr. Mitchell's direct holdings by that amount, to 97,305 shares. Mr. Mitchell tendered 28,230 shares of previously owned stock to pay the exercise price of the options, and 5,703 shares were withheld to pay taxes on the resulting gain.
( 2 )Mr. Mitchell exercised 25,000 stock options, priced at $46.52 and due to expire May 2017, at a market price of $61.95. The resulting after tax gain was taken in the form of 3,209 shares of Crane Co. Stock, resulting in a net increase in Mr. Mitchell's direct holdings by that amount, to 100,514 shares. Mr. Mitchell tendered 18,774 shares of previously owned stock to pay the exercise price of the options, and 3,017 shares were withheld to pay taxes on the resulting gain.
( 3 )This option vested 25% on the first, 50% on the second, 75% on the third and 100% on the fourth anniversary of the grant date (01/24/2011).
( 4 )This option vested 25% on the first, 50% on the second, 75% on the third and 100% on the fourth anniversary of the grant date (05/23/2011).

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