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*
Andrew Clyde Farnsworth
(Last) (First) (Middle)
30 CORPORATE DRIVE, SUITE 200
(Street)
BURLINGTON MA 01803
(City) (State) (Zip)
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)
Chief Human Resources Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2021
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)
Code V Amount (A) or (D) Price
Common Stock 03/05/2021 M 375 A (1) 6,388 D
Common Stock 03/05/2021 F 105 D (1) 6,283 D
Common Stock 03/05/2021 M 1,817 A (2) 8,100 D
Common Stock 03/05/2021 F 534 D (2) 7,566 D
Common Stock 03/05/2021 M 294 A (3) 7,860 D
Common Stock 03/05/2021 F 87 D (3) 7,773 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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (MSP) $0.00 03/05/2021 M 375 03/05/2021 03/05/2028 Common Stock 375 (1) 0.00 D
Performance RSUs $0.00 03/05/2021 M 1,817 03/05/2021 03/05/2028 Common Stock 1,817 (2) 0.00 D
Restricted Stock Unit $0.00 03/05/2021 M 294 03/05/2021 03/05/2028 Common Stock 294 (3) 0.00 D
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 3/5/2018 utilizing a fair market value (FMV) of a share of the issuers stock of $42.62. 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 ($28.56 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 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 3/5/2018. These metrics consisted of targets for 2018-2020 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 103% achievement minus sufficient shares withheld to pay applicable income taxes.
3. 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 3/05/2018 utilizing a fair market value (FMV) of a share of the issuers stock of $42.62. 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 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.
Remarks:
/s/ Tanya Dawkins, attorney-in-fact 03/08/2021
** 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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