Sec Form 4 Filing - GLASS ALAN J @ CIRCOR INTERNATIONAL INC - 2016-03-04

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 GLASS ALAN J 2. Issuer Name and Ticker or Trading Symbol CIRCOR INTERNATIONAL INC [ CIR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP,General Counsel & Secretary (Last) (First) (Middle) 30 CORPORATE DR., SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2016 (Street) BURLINGTON, MA01803-4238 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 03/04/2016 03/04/2016 M 592 A 29,820 I by Trust ( 2 ) Common Stock 03/04/2016 03/04/2016 F 188 D 29,632 I by Trust ( 2 ) Common Stock 03/04/2016 03/04/2016 M 1,959 A 31,591 I By Trust ( 2 ) Common Stock 03/04/2016 03/04/2016 F 600 D 30,991 I By Trust ( 2 ) Common Stock 03/04/2016 03/04/2016 M 1,598 A 32,589 I By Trust ( 2 ) Common Stock 03/04/2016 03/04/2016 F 604 D 31,985 I by Trust ( 2 ) Common Stock 03/04/2016 M 3,384 A $ 32.76 35,369 I By Trust ( 2 ) Common Stock 03/04/2016 S 3,384 D $ 42.66 ( 5 ) 31,985 I by Trust ( 2 )

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 Restricted Stock Unit $ 0 03/04/2016 03/04/2016 M 592 03/04/2016 03/04/2023 Common Stock 592 ( 1 ) 0 D Management Stock Purchsae $ 0 03/04/2016 03/04/2016 M 1,959 03/04/2016 03/04/2023 Common Stock 1,959 ( 3 ) 0 D Stock Options $ 32.76 03/04/2016 03/04/2016 M 3,384 03/05/2013 03/05/2022 Common Stock 3,384 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GLASS ALAN J 30 CORPORATE DR. SUITE 200 BURLINGTON, MA01803-4238 VP,General Counsel & Secretary Signatures /s/ Alan J. Glass, attorney-in-fact 03/07/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Restricted Stock Units (RSUs), the conversion of which are reported herein, were granted to the Reporting Person by the issuer as part of equity incentive grants made by the issuer on 3/4/2013 utilizing a fair market value (FMV) of a share of the issuers stock of $42.12. The RSU grant vests in equal portions over a three year period, and are received by the Reporting Person upon vesting, on a one-for-one basis. This report reflects the final vesting of one-third portion of the original RSU grant and the acquisition by the Reporting Person of the underlying shares minus sufficient shares withheld to pay applicable income taxes. ( 2 )The shares reported as indirectly held by the reporting person are held in a revocable trust for which the reporting person and his spouse serve as both trustees and beneficiaries; as such, the total number of shares held indirectly also reflects the previous transfer of shares from the reporting person to such trust, a transaction which is exempt from the reporting requirements of Section 16 as such transaction had no effect on the reporting person's pecuniary interest in the underlying shares. ( 3 )The Restricted Stock Units (RSUs), the conversion of which are reported herein, were issued to the Reporting Person pursuant to issuers Management Stock Purchase Plan (MSPP) on 3/4/2013 utilizing a fair market value (FMV) of a share of the issuers stock of $42.12. RSUs are issued in whole units on the basis of a 33 percent discount from FMV of the issuers common stock on the date the underlying bonus ios determined ($28.22 in this case) and generally vest 3 years from date of grant, at which time they convert into shares of common stock unless the executive has previously elected a longer deferral period. Acquisition price reflects the 33% discount to FMV of issuers stock on grant date. This report reflects the acquisition by the Reporting Person of the common stock underlying the RSUs minus sufficient shares withheld to pay applicable income taxes. ( 4 )The shares issued herein to the Reporting Person by the issuer are the result of actual achievement against the metrics associated with a Performance Based RSU grant made by the issuer on 3/4/2013. These metrics consisted of targets for 2015 Return on Invested Capital and Adjusted Operating Margin with potential payouts ranging from 0% to 200%. This report reflects the acquisition of shares by the Reporting Person based on 90% achievement minus sufficient shares withheld to pay applicable income taxes. ( 5 )The reported price reflects an average price with a trading range of high of $42.71 and a low of $42.59. The reporting person will provide details regarding the sales to the issuer, the Securities and Exchange Commission or any shareholder upon request.

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).

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