SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

MITCHELL MAX H

(Last)

(First)

(Middle)

100 FIRST STAMFORD PLACE

(Street)

STAMFORD

06902-6784

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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	$0.0000	0.0000	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	$0.0000	0.0000	D

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).

	Attorney In Fact, Christopher Dee	08/01/2016
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.