GORMAN RUPP CO — Director's Dealing 2013

Feb 14, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: GORMAN RUPP CO (GRC)
CIK: 0000042682
Period of Report: 2012-12-31

Reporting Person: GORMAN JAMES CARVELL (Director, Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-14	Common Stock	G	5200	—	Disposed	630254	Indirect
2012-02-14	Common Stock	G	16670	—	Disposed	3615894	Indirect
2012-02-14	Common Stock	G	21870	—	Acquired	3637764	Indirect
2012-03-14	Common Stock	J	168	$29.774	Acquired	3637932	Indirect
2012-03-14	Common Stock	G	3980	—	Disposed	3633952	Indirect
2012-03-14	Common Stock	G	3980	—	Acquired	3637932	Indirect
2012-03-31	Common Stock	J	111	$29.18	Acquired	3638043	Indirect
2012-06-13	Common Stock	J	199	$28.3412	Acquired	3638242	Indirect
2012-06-30	Common Stock	J	209	$29.80	Acquired	3638451	Indirect
2012-09-13	Common Stock	J	207	$27.633	Acquired	3638658	Indirect
2012-09-30	Common Stock	J	225	$27.00	Acquired	3638883	Indirect
2012-12-13	Common Stock	J	203	$28.526	Acquired	3639086	Indirect
2012-12-31	Common Stock	J	164	$29.83	Acquired	3639250	Indirect
2012-03-31	Common Stock (401-K Plan)	J	42	$29.18	Acquired	8439	Indirect
2012-06-30	Common Stock (401-K Plan)	J	58	$29.80	Acquired	8497	Indirect
2012-09-30	Common Stock (401-K Plan)	J	56	$27.00	Acquired	8553	Indirect
2012-11-13	Common Stock (401-K Plan)	J	670	$26.78	Disposed	7883	Indirect
2012-12-31	Common Stock (401-K Plan)	J	57	$29.83	Acquired	7940	Indirect

Footnotes

F1: Bona fide gift made without consideration.

F2: Includes 557,016 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 563,693 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 2,495,185 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

F3: Bona fide gift received without consideration.

F4: Includes 557,016 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 563,693 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 2,517,055 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

F5: Shares acquired through dividend reinvestment.

F6: Includes 557,016 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 563,693 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 2,517,223 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

F7: Includes 553,036 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 563,693 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 2,517,223 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

F8: Includes 553,036 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 563,693 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 2,521,203 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote

F9: Shares acquired under GRC 401(k) Plan.

F10: Includes 553,036 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 563,693 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 2,521,314 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote

F11: Includes 553,036 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 563,693 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 2,521,513 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote

F12: Includes 553,036 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 563,693 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 2,521,722 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

F13: Includes 553,036 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 563,693 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 2,521,929 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

F14: Includes 553,036 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 563,693 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 2,522,154 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

F15: Includes 553,036 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 563,693 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 2,522,357 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

F16: Includes 553,036 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 563,693 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 2,522,521 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

F17: Distribution of cash equivalent of 670 common shares required to be made by internal revenue code due to reporting person being over age 70 1/2.