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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option Right to Buy | $ 24.9 | 02/18/2005 | A | 14,200 | (1) | 02/18/2015 | Common Stock | 14,200 | (2) | 14,200 | D | ||||
| Restricted Stock Units | (3) | 02/18/2005 | A | 4,700 | (4) | (5) | Common Stock | 4,700 | (5) | 4,700 | D | ||||
| Restricted Stock Units | (6) | 02/18/2005 | A | 307 | (6) | (6) | Common Stock | 307 | (6) | 307 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SMITH KENNETH WALTER CIRCOR INTERNATIONAL, INC. 25 CORPORATE DRIVE BURLINGTON, MA 01803 |
Sr VP,CFO & Treasurer | |||
| Alan J. Glass, Attorney-in-fact | 02/18/2005 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The options vest 20% per year over a five-year period commencing on 2/18/2006. |
| (2) | The options convert into shares of common stock on a one-for-one basis. |
| (3) | The grant of restricted stock units reported herein entitles the reporting person to a receipt of shares of the issuer's common stock on the later of (i) vesting of the grant or portion thereof and (ii) such longer deferral period as the reporting person may have elected in advance. |
| (4) | The restricted stock units reported herein vest in equal installments of one-third over a three year period commencing with 2/18/2006. |
| (5) | As noted in footnotes 3 and 4, the restricted stock units vest over a three-year period and, subject to any longer deferral period elected by the reporting person, automatically convert into shares of common stock at no conversion cost to the reporting person. |
| (6) | Restricted stock units (RSUs) convert into shares of common stock on a one-for-one basis. These RSUs are issued pursuant to a provision under the issuer's Management Stock Purchase Plan pursuant to which certain executives may make an advance election to receive RSUs in lieu of a specified percentage or dollar amount of the individual's annual incentive cash bonus under bonus plan applicable to the executive. RSUs are issued based on a 33% discount to fair market value of issuer's common stock unless executive previously has elected a longer deferral period. |