0001225208-16-024841.txt : 20160127 0001225208-16-024841.hdr.sgml : 20160127 20160127172954 ACCESSION NUMBER: 0001225208-16-024841 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160125 FILED AS OF DATE: 20160127 DATE AS OF CHANGE: 20160127 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CRANE CO /DE/ CENTRAL INDEX KEY: 0000025445 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 131952290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: CRANE CO. STREET 2: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-363-7300 MAIL ADDRESS: STREET 1: CRANE CO. STREET 2: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lavish James A. CENTRAL INDEX KEY: 0001664570 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01657 FILM NUMBER: 161366005 MAIL ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 3 1 doc3.xml X0206 3 2016-01-25 0 0000025445 CRANE CO /DE/ CR 0001664570 Lavish James A. 100 FIRST STAMFORD PLACE STAMFORD CT 06902-6784 1 VP, CBS, People & Performance CRANE CO. COMMON, PAR VALUE $1.00 5923.0000 D CRANE CO. COMMON, PAR VALUE $1.00 37.0000 I 401(K) CRANE CO. COMMON, PAR VALUE $1.00 1295.0000 I DRP 2013 Performance-Based Restricted Share Unit CRANE CO. COMMON, PAR VALUE $1.00 1862.0000 D 2014 Performance-Based Restricted Share Unit CRANE CO. COMMON, PAR VALUE $1.00 2453.0000 D 2015 Performance-Based Restricted Share Unit CRANE CO. COMMON, PAR VALUE $1.00 2455.0000 D Employee Stock Option (Right to Buy) 48.5900 2019-01-28 CRANE CO. COMMON, PAR VALUE $1.00 2600.0000 D Employee Stock Option (Right to Buy) 50.0300 2018-01-23 CRANE CO. COMMON, PAR VALUE $1.00 2500.0000 D Employee Stock Option (Right to Buy) 58.4700 2025-01-26 CRANE CO. COMMON, PAR VALUE $1.00 10649.0000 D Employee Stock Option (Right to Buy) 64.7800 2024-01-27 CRANE CO. COMMON, PAR VALUE $1.00 8353.0000 D Restricted Share Unit CRANE CO. COMMON, PAR VALUE $1.00 3501.0000 D Assuming the performance conditions specified in footnote 2 are met, the Performance-Based RSUs will vest on December 31, 2015, provided the recipient remains employed by the Company; or upon the recipient's earlier retirement, death or permanent disability; or upon a change in control of the Company. Each 2013 Performance-Based RSU represents a contingent right to receive a number of shares of Crane Co. common stock between zero and 1.75, depending upon the Total Shareholder Return of Crane Co.'s common stock compared to that of the companies in the S&P MidCap 400 Capital Goods Group during the period beginning January 1, 2013 and ending December 31, 2015. Assuming the performance conditions specified in footnote 4 are met, the Performance-Based RSUs will vest on December 31, 2016, provided the recipient remains employed by the Company; or upon the recipient's earlier retirement, death or permanent disability; or upon a change in control of the Company. Each 2014 Performance-Based RSU represents a contingent right to receive a number of shares of Crane Co. common stock between zero and 1.75, depending upon the Total Shareholder Return of Crane Co.'s common stock compared to that of the companies in the S&P MidCap 400 Capital Goods Group during the period beginning January 1, 2014 and ending December 31, 2016. Assuming the performance conditions specified in footnote 6 are met, the Performance-Based RSUs will vest on December 31, 2017, provided the recipient remains employed by the Company; or upon the recipient's earlier retirement, death or permanent disability; or upon a change in control of the Company. Each 2015 Performance-Based RSU represents a contingent right to receive a number of shares of Crane Co. common stock between zero and 1.75, depending upon the Total Shareholder Return of Crane Co.'s common stock compared to that of the companies in the S&P MidCap 400 Capital Goods Group during the period beginning January 1, 2015 and ending December 31, 2017. Options become exercisable 25% on the first anniversary, 50% on the second anniversary, 75% on the third anniversary and 100% on the fourth anniversary of the date of grant. 25% of the Restricted Share Units granted will be converted into shares of Common Stock on each of the first, second, third and fourth anniversaries of the grant , provided the recipient remains employed by the Company; all Restricted Share Units will be converted into shares of Common Stock upon retirement, death, permanent disability, or in the event of a change in control of the Company. A Restricted Share Unit is forfeited if the recipient ceases to be employed by the Company before it has been converted to Common Stock. Each Restricted Share Unit represents the right to receive one share of Crane Co. Common Stock if the recipient remains employed by the Company upon expiration of the time-based restrictions, or upon retirement, death, permanent disability, or in the event of a change in control of the Company. Power of Attorney and Confirmation attached /s/ James A. Lavish 2016-01-27 EX-24 2 poalavish.txt POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Augustus I. duPont and Christopher Dee, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Crane Co. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of January, 2016. /s/ James A. Lavish James A. Lavish CONFIRMING STATEMENT The Statement confirms that the undersigned, James A. Lavish has authorized and designated Augustus I. duPont and Christopher Dee, signing singly, to execute and file on undersigned's behalf all Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Crane Co. The authority of Augustus I. duPont and Christopher Dee under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to the undersigned's ownership of or transactions in securities of Crane Co., unless earlier revoked in writing. The undersigned acknowledges that Augustus I. duPont and Christopher Dee are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. /s/ James A. Lavish James A. Lavish Date: January 25, 2016