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

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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^*

Maue Richard A

(Last)

(First)

(Middle)

100 FIRST STAMFORD PLACE

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Crane Co [ CR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. V.P., CFO & PAO

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2023

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)
Common Stock	04/19/2023		M		296⁽¹⁾	A	$0.00	87,231⁽²⁾	D
Common Stock	04/19/2023		F		138	D	$78.8	87,093	D
Common Stock								1,762	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)
Restricted Share Unit	⁽³⁾	04/19/2023⁽⁴⁾		M			296⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	296	$0.00	7,639⁽⁵⁾	D

Explanation of Responses:

1. Represents the vesting of 296 Restricted Share Units.

2. Includes 86,935 shares received by the reporting person in a pro rata distribution by Crane Holdings, Co. ("Holdings") in connection with the spin-off of the issuer from Holdings on April 3, 2023 (the "Separation").

3. Restricted Share Units convert into common stock on a one-for-one basis.

4. These 296 Restricted Share Units originally were scheduled to vest on March 29, 2023. The vesting date was delayed until April 19, 2023 for administrative purposes related to the Separation.

5. Pursuant to the terms of the Separation, all Restricted Share Units issued by Holdings that were held by then executive officers of Holdings, including the reporting person, and outstanding immediately prior to the consummation of the Separation were adjusted. Pursuant to the adjustment, each such holder of a Restricted Share Unit of Holdings received Restricted Share Units of both Holdings and the issuer on terms intended to maintain the intrinsic value of the Restricted Share Unit of Holdings immediately before and after the consummation of the Separation, on the same general terms and conditions as were in place immediately prior to the consummation of the Separation. The Restricted Share Units of the issuer represent Restricted Share Units received by the reporting person pursuant to such adjustment.

6. Restricted Share Units vest ratably in four equal installments beginning on the first anniversary of the grant date.

Remarks:

	Attorney In Fact, Anthony M. D'Iorio	04/21/2023
	** 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).
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