Sec Form 4 Filing - Najjar Tony S. @ CIRCOR INTERNATIONAL INC - 2023-10-18

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 Najjar Tony S. 2. Issuer Name and Ticker or Trading Symbol CIRCOR INTERNATIONAL INC [ CIR] 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) 30 CORPORATE DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 10/18/2023 (Street) BURLINGTON, MA01803 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 Common Stock 10/18/2023 A( 1 ) 9,455 A $ 0 44,613 D Common Stock 10/18/2023 A( 2 ) 15,148 A $ 0 59,761 D Common Stock 10/18/2023 A( 3 ) 11,049 A $ 0 70,810 D Common Stock 10/18/2023 D 70,810 D 0 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 Stock Options $ 60.99 10/18/2023 D( 5 ) 1,449 ( 5 ) 02/27/2024 Common Stock 1,449 $ 0 0 D Stock Options $ 42.62 10/18/2023 D( 6 ) 1,704 ( 6 ) 03/05/2025 Common Stock 1,704 $ 0 0 D Stock Options $ 33.63 10/18/2023 D( 7 ) 4,224 ( 7 ) 03/04/2026 Common Stock 4,224 $ 0 0 D Restricted Stock Unit (MSP) $ 0 10/18/2023 D( 8 )( 9 ) 2,337 03/17/2024( 8 )( 9 ) 03/17/2031 Common Stock 2,337 $ 0 0 D Restricted Stock Unit (MSP) $ 0 10/18/2023 D( 8 )( 9 ) 2,040 08/15/2025( 8 )( 9 ) 08/15/2032 Common Stock 2,040 $ 0 0 D Restricted Stock Unit (MSP) $ 0 10/18/2023 D( 8 )( 9 ) 7,258 03/17/2026( 8 )( 9 ) 03/17/2033 Common Stock 7,258 $ 0 0 D Restricted Stock Unit $ 0 10/18/2023 D( 10 ) 1,795 03/17/2024( 10 ) 03/17/2031 Common Stock 1,795 $ 0 0 D Restricted Stock Unit $ 0 10/18/2023 D( 11 ) 9,270 03/15/2024( 11 ) 08/15/2032 Common Stock 9,270 $ 0 0 D Restricted Stock Unit $ 0 10/18/2023 D( 12 ) 26,100 03/17/2024( 12 ) 03/17/2033 Common Stock 26,100 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Najjar Tony S. 30 CORPORATE DRIVE, SUITE 200 BURLINGTON, MA01803 X President and CEO Signatures /s/ Paul Caron, their attorney in fact 10/18/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents vesting of Performance RSUs that were granted to the Reporting Person on March 17, 2021, and vested pursuant to the Agreement and Plan of Merger dated June 5, 2023 (as amended on June 26, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on June 29, 2023 by Amendment No. 2 to Agreement and Plan of Merger, the "Merger Agreement"), by and among CIROCR International, Inc. ("CIRCOR"), Cube BidCo, Inc., a Delaware corporation ("Parent"), and Cube Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, pursuant to which Cube Merger Sub, Inc. merged with and into CIRCOR, with CIRCOR remaining as the surviving corporation (the "Surviving Corporation"). ( 2 )Represents vesting of Performance RSUs that were granted to the Reporting Person on August 15, 2022, and vested pursuant to the Merger Agreement. ( 3 )Represents vesting of Performance RSUs that were granted to the Reporting Person on March 17, 2023, and vested pursuant to the Merger Agreement. ( 4 )Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share, of CIRCOR ("Company Common Stock"), immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to $56.00, without interest (the "Merger Consideration"), and as of the Effective Time, all such shares of Company Common Stock are no longer outstanding and were automatically cancelled and cease to exist. ( 5 )The option is fully vested. Pursuant to the Merger Agreement, the option has an exercise price per share that is greater than the Merger Consideration and at the Effective Time, such option was cancelled for no consideration. ( 6 )The option is fully vested. Pursuant to the Merger Agreement, the option was cancelled and the Reporting Person was entitled to receive (without interest), in consideration of the cancellation of such option, an amount in cash (less applicable tax withholdings) equal to $13.38 per share, which is equal to the excess of the Merger Consideration over the applicable exercise price per share under such option. ( 7 )The option is fully vested. Pursuant to the Merger Agreement, the option was cancelled and the Reporting Person was entitled to receive (without interest), in consideration of the cancellation of such option, an amount in cash (less applicable tax withholdings) equal to $22.37 per share, which is equal to the excess of the Merger Consideration over the applicable exercise price per share under such option. ( 8 )The Restricted Stock Units ("RSUs") grant was issued pursuant to a provision of the CIRCOR Management Stock Purchase Plan ("MSPP") whereby certain executives may make an advance election to receive RSUs in lieu of a specified percentage or dollar amount of that executives' annual incentive cash bonus under the bonus plan applicable to the executive. The RSUs were issued in whole units at a 33% discount from fair market value of CIRCOR's common stock on the date the underlying bonus is determined and generally vest 3 years from the date of the grant, at which time the RSUs convert into shares of common stock on a one-for-one basis unless the executive previously elected a longer deferral period. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU was canceled and converted into a grant of restricted stock units in the Surviving Corporation (a "Replacement RSU"), which Replacement RSU will vest no later than the nine-month (continued in Footnote 9) ( 9 )anniversary of the Effective Date assuming continued employment as of such date. ( 10 )The RSUs were granted to the Reporting Person by CIRCOR as part of equity incentive grants made by CIRCOR on March 17, 2021 utilizing a fair market value of a share of CIRCOR's stock of $39.82. The RSU grant vested as to one-third on each of March 17, 2022 and March 17, 2023. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU was canceled and converted into Replacement RSUs, which Replacement RSU will vest at the same time and on the same terms and conditions as the unvested RSU for which such Replacement RSU was exchanged would have vested pursuant to its terms. ( 11 )The RSUs were granted to the Reporting Person by CIRCOR as part of equity incentive grants made by CIRCOR on August 15, 2022 utilizing a fair market value of a share of CIRCOR's stock of $19.74. The RSU vested as to one-third on August 15, 2023. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU was canceled and converted into a grant of Replacement RSUs, which Replacement RSU will vest and be payable at the same time and on the same terms and conditions as the unvested RSU for which such Replacement RSU was exchanged would have vested pursuant to its terms. ( 12 )The RSUs entitled the Reporting Person to receive shares of CIRCOR common stock in equal installments of one-third of the original RSU grant on each of the first three anniversaries of the grant date. The RSUs automatically convert into shares of common stock on a one-for-one basis at no conversion cost to the Reporting Person. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU was canceled and converted into a grant of Replacement RSUs, which Replacement RSU will vest at the same time and on the same terms and conditions as the unvested RSU for which such Replacement RSU was exchanged would have vested pursuant to its terms.

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