Statement of Changes in Beneficial Ownership (4)
March 02 2020 - 5:40PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
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BUCKHOUT SCOTT A. |
2. Issuer Name and Ticker or Trading Symbol
CIRCOR INTERNATIONAL INC
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CIR
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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 |
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(Last)
(First)
(Middle)
30 CORPORATE DR., SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/27/2020 |
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(Street)
BURLINGTON, MA 01803-4238
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 2/27/2020 | | M | | 6989.00 | A | (1) | 35815.00 | D | |
| Common Stock | 2/27/2020 | | F | | 2978.00 | D | (1) | 32837.00 | D | |
| Common Stock | 2/27/2020 | | M | | 2303.00 | A | (2) | 35140.00 | D | |
| Common Stock | 2/27/2020 | | F | | 1022.00 | D | (2) | 34118.00 | D | |
| Common Stock | 2/27/2020 | | M | | 1336.00 | A | (3) | 35454.00 | D | |
| Common Stock | 2/27/2020 | | F | | 593.00 | D | (3) | 34861.00 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Performance RSUs | $0.00 | 2/27/2020 | | M | | | 2303.00 | 2/27/2020 | 2/27/2027 | Common Stock | 2303.00 | (2) | 0.00 | D | |
| Performance RSUs | $0.00 | 2/27/2020 | | M | | | 1336.00 | 2/27/2020 | 5/14/2029 | Common Stock | 1336.00 | (3) | 0.00 | D | |
| Restricted Stock Unit (MSP) | $0.00 | 2/27/2020 | | M | | | 6989.00 | 2/27/2020 | 2/27/2027 | Common Stock | 6989.00 | (1) | 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 2/27/2017 utilizing a fair market value (FMV) of a share of the issuers stock of $60.99. 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 ($40.86 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. |
| (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 2/27/2017. These metrics consisted of targets for 2017-2019 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 13% achievement minus sufficient shares withheld to pay applicable income taxes. |
| (3) | 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 5/14/2019. These metrics consisted of tranche-specific targets for 2019 Adjusted Free Cash Flow and 2019 Adjusted Operating Margin with potential payouts ranging from 0% to 200%. This report reflects the acquisition of shares by the Reporting Person based on 10% achievement minus sufficient shares withheld to pay applicable income taxes. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
BUCKHOUT SCOTT A.
30 CORPORATE DR.
SUITE 200
BURLINGTON, MA 01803-4238 | X |
| President and CEO |
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Signatures
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| /s/ Tanya Dawkins, attorney-in-fact | | 3/2/2020 |
| **Signature of Reporting Person | Date |
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