Statement of Changes of Beneficial Ownership


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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MITCHELL MAX H
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
(Last)          (First)          (Middle)

100 FIRST STAMFORD PLACE
3. Date of Earliest Transaction (MM/DD/YYYY)

8/24/2017
(Street)

STAMFORD, CT 06902-6784
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
CRANE CO. COMMON, PAR VALUE $1.00   8/24/2017     M    50000   (1) A $50.03   169938   D    
CRANE CO. COMMON, PAR VALUE $1.00   8/24/2017     F    41885   (1) D $73.02   128053   D    
CRANE CO. COMMON, PAR VALUE $1.00   8/24/2017     A    23   (2) A $0   2628   I   401(K)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Employee Stock Option (Right to Buy)   $50.03   8/24/2017     M         50000   (1)     (3) 1/23/2018   CRANE CO. COMMON, PAR VALUE $1.00   50000.0   $0   0   D    

Explanation of Responses:
(1)  Mr. Mitchell exercised 50,000 stock options, priced at $50.03 and due to expire January 2018, at a market price of $73.02. The resulting after-tax gain was taken in the form of 8,115 shares of Crane Co. Common Stock, resulting in a net increase in Mr. Mitchell's direct holdings by that amount, to 128,053 shares. Mr. Mitchell tendered 34,258 shares of previously owned stock to pay the exercise price of the option, and 7,627 shares were withheld to pay taxes on the resulting gain.
(2)  Between January 1, 2017 and July 31, 2017, Mr. Mitchell acquired an aggregate of 23 shares of common stock at prevailing market prices through the issuer's 401(K) plan.
(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 (01/23/2012).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MITCHELL MAX H
100 FIRST STAMFORD PLACE
STAMFORD, CT 06902-6784
X
President and CEO

Signatures
Attorney In Fact, Christopher Dee 8/28/2017
** 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.
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