GORMAN RUPP CO — Director's Dealing 2015

Feb 17, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: GORMAN RUPP CO (GRC)
CIK: 0000042682
Period of Report: 2014-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-06	Common Stock	G	8375	$0.00	Disposed	769372	Indirect
2014-12-26	Common Stock	G	1700	$0.00	Disposed	767672	Indirect
2014-02-06	Common Stock	G	7875	$0.00	Acquired	4568148	Indirect
2014-03-13	Common Stock	J	201	$32.6172	Acquired	4568349	Indirect
2014-03-31	Common Stock	J	205	$31.79	Acquired	4568554	Indirect
2014-06-13	Common Stock	J	197	$34.5939	Acquired	4568751	Indirect
2014-06-30	Common Stock	J	59	$35.37	Acquired	4568810	Indirect
2014-09-15	Common Stock	J	206	$31.0882	Acquired	4569016	Indirect
2014-09-30	Common Stock	J	196	$30.04	Acquired	4569212	Indirect
2014-12-15	Common Stock	J	234	$30.3413	Acquired	4569446	Indirect
2014-12-31	Common Stock	J	110	$32.12	Acquired	4569556	Indirect
2014-03-31	Common Stock (401-K Plan)	J	63	$31.79	Acquired	9631	Indirect
2014-06-30	Common Stock (401-K Plan)	J	28	$35.37	Acquired	9659	Indirect
2014-09-30	Common Stock (401-K Plan)	J	57	$30.04	Acquired	9716	Indirect
2014-11-07	Common Stock (401-K Plan)	J	863	$32.49	Disposed	8853	Indirect
2014-12-31	Common Stock (401-K Plan)	J	53	$32.12	Acquired	8906	Indirect

Footnotes

F1: Bona fide gift made without consideration.

F2: Bona fide gift received without consideration.

F3: Includes 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,172,238 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.

F4: Shares acquired through dividend reinvestment.

F5: Includes 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,172,439 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.

F6: Shares acquired under GRC 401(k) Plan.

F7: Includes 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,172,644 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 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,172,841 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: Includes 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,172,900 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.

F10: Includes 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,173,106 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 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,173,302 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 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,173,537 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 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,173,647 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: Distribution of cash equivalent of 863 common shares required to be made by internal revenue code due to reporting person being over age 70 1/2.