Sec Form 4 Filing - Mehrotra Sumit @ CIRCOR INTERNATIONAL INC - 2020-02-27

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 Mehrotra Sumit 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) President, Industrial Group (Last) (First) (Middle) 30 CORPORATE DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2020 (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 02/27/2020 M 1,266 A 6,001 D Common Stock 02/27/2020 F 32 D 5,969 D Common Stock 02/27/2020 M 159 A 6,128 D Common Stock 02/27/2020 F 13 D 6,115 D Common Stock 02/27/2020 M 156 A 6,271 D Common Stock 02/27/2020 F 12 D 6,259 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 Performance RSUs $ 0 02/27/2020 M 156 02/27/2020 03/04/2029 Common Stock 156 ( 3 ) 0 D Performance RSUs $ 0 02/27/2020 M 159 02/27/2020 02/27/2027 Common Stock 159 ( 2 ) 0 D Restricted Stock Unit (MSP) $ 0 02/27/2020 M 1,266 02/27/2020 02/27/2027 Common Stock 1,266 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mehrotra Sumit 30 CORPORATE DRIVE, SUITE 200 BURLINGTON, MA01803 President, Industrial Group Signatures /s/ Tanya Dawkins, attorney-in-fact 03/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 2/27/2017 utilizing a fair market value (FMV) of a share of the issuers stock of $60.99. 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 is determined ($40.86 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. ( 2 )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 2/27/2017. These metrics consisted of targets for 2017-2019 Average Return on Invested Capital and Average Adjusted Operating Margin with potential payouts ranging from 0% to 200%. This report reflects the acquisition of shares by the Reporting Person based on 13% achievement minus sufficient shares withheld to pay applicable income taxes. ( 3 )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 3/4/2019. These metrics consisted of tranche-specific targets for 2019 Adjusted Free Cash Flow and 2019 Adjusted Operating Margin with potential payouts ranging from 0% to 200%. This report reflects the acquisition of shares by the Reporting Person based on 10% achievement minus sufficient shares withheld to pay applicable income taxes.

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).

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