Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GLASS ALAN J
  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
_____ Officer (give title below) _____ Other (specify below)
VP,General Counsel & Secretary
(Last)
(First)
(Middle)
30 CORPORATE DR., SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2015
(Street)

BURLINGTON, MA 01803-4238
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 03/05/2015 03/05/2015 M   1,647 A (1) 27,389 I by Trust (2)
Common Stock 03/05/2015 03/05/2015 F   539 D (1) 26,850 I by Trust (2)
Common Stock 03/05/2015 03/05/2015 M   3,014 A (3) 29,864 I by Trust (2)
Common Stock 03/05/2015 03/05/2015 F   965 D (3) 28,899 I by Trust (2)
Common Stock 03/05/2015 03/05/2015 M   488 A (4) 29,387 I By Trust (2)
Common Stock 03/05/2015 03/05/2015 F   159 D (4) 29,228 I by Trust (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (MSP) $ 0 03/05/2015 03/05/2015 M     1,647 03/05/2015 03/05/2022 Common Stock 1,647 (1) 0 D  
Restricted Stock Unit $ 0 03/05/2015 03/05/2015 M     488 03/05/2015 03/05/2022 Common Stock 488 (4) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GLASS ALAN J
30 CORPORATE DR.
SUITE 200
BURLINGTON, MA 01803-4238
      VP,General Counsel & Secretary  

Signatures

 /s/ Alan J. Glass, attorney-in-fact   03/09/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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 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 3/5/2012 utilizing a fair market value (FMV) of a share of the issuers stock of $32.76. 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 ($21.95 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 applicable income taxes.
(2) The shares reported as indirectly held by the reporting person are held in a revocable trust for which the reporting person and his spouse serve as both trustees and beneficiaries; as such, the total number of shares held indirectly also reflects the previous transfer of shares from the reporting person to such trust, a transaction which is exempt from the reporting requirements of Section 16 as such transaction had no effect on the reporting person's pecuniary interest in the underlying shares.
(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 3/05/2012. These metrics consisted of targets for 2014 Return on Invested Capital and Adjusted Operating Margin with potential payouts ranging from 0% to 200%. This report reflects the acquisition of shares by the Reporting Person based on 200% achievement minus sufficient shares withheld to pay applicable income taxes.
(4) 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 3/05/2012 utilizing a fair market value (FMV) of a share of the issuers stock of $32.76. 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 final 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.

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