SEC Form 4 

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL
OMB Number: | 3235-0287
Estimated average burden
hours per response: | 0.5

| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |

1. Name and Address of Reporting Person^*
Kober John

(Last) | (First) | (Middle)
C/O CIRCOR INTERNATIONAL, INC.
25 CORPORATE DRIVE

(Street) 
BURLINGTON | MA | 01803

(City) | (State) | (Zip)

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
X | Officer (give title below) | | Other (specify below)
VP, CORPORATE CONTROLLER

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2008

4. If Amendment, Date of 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

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 | 02/27/2008 | | M^(1) | | 623^(1) | A | ^(1) | 1,048 | D |
COMMON STOCK | 02/27/2008^(1) | | F | | 237^(1) | D | ^(1) | 811^(1) | D |

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 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: 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 UNITS | ^(2) | 02/26/2008 | | A | | 1,600 | | ^(2) | ^(2) | COMMON STOCK | 1,600^(2) | ^(2) | 1,600 | D |
RESTRICTED STOCK UNITS | ^(1) | 02/27/2008 | | M | | | 623 | ^(1) | ^(2) | COMMON STOCK | 623 | ^(1) | 624 | D |
Explanation of Responses:
1. The Restricted Stock Units (RSU), the conversion of which is reported herein, were granted to the Reporting Person by the issuer as part of equity incentive grants made by the issuer on 2/27/2006. On that date, the fair market value (FMV) of the issuers stock was $27.81. The RSU vest and are received by the Reporting Person in three equal portions on 3/29/2007, 2/27/2008 and 2/27/2009 unless the Reporting Person has previously elected a longer deferral period. This report reflects the vesting of the 2nd one-third of these RSU, acquisition of those underlying shares in whole units by the Reporting Person and withholding of sufficient shares to pay applicable income taxes. The FMV of the shares, based on the closing price of the issuers stock on 2/26/2008 (last business day prior to the shares vesting) is $46.91.
2. This Restricted Stock Units (RSU) grant is issued pursuant to a provision of the issuers Management Stock Purchase Plan (MSPP) whereby certain executives may make an advance election to receive RSU in lieu of a specified % or dollar amount of that executives annual incentive cash bonus. RSU are issued in whole units at a 33% discount ($32.60) from fair market value of the issuers common stock on the date the underlying bonus is determined ($48.66) and generally vest 3 years from the date of the award, at which time the RSU convert into shares of common stock on a 1-for-1 basis unless the executive previously elected a longer deferral period.
| ALAN J. GLASS, ATTORNEY-IN-FACT | 02/28/2008
| ** 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.
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 Number.