GORMAN RUPP CO — Director's Dealing 2016

Feb 16, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: GORMAN RUPP CO (GRC)
CIK: 0000042682
Period of Report: 2015-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-01	Common Stock	G	2000	$0.00	Disposed	757112	Indirect
2015-12-18	Common Stock	G	30310	$0.00	Disposed	726802	Indirect
2015-12-18	Common Stock	G	900	$0.00	Disposed	725902	Indirect
2015-12-23	Common Stock	W	691295	$0.00	Acquired	1417197	Indirect
2015-12-23	Common Stock	G	64500	$0.00	Disposed	1352697	Indirect
2015-06-30	Common Stock (401-K Plan)	J	62	$28.08	Acquired	9040	Indirect
2015-09-30	Common Stock (401-K Plan)	J	73	$23.97	Acquired	9113	Indirect
2015-10-30	Common Stock (401-K Plan)	J	926	$28.59	Disposed	8187	Indirect
2015-12-31	Common Stock (401-K Plan)	J	60	$26.73	Acquired	8247	Indirect
2015-06-15	Common Stock	J	259	$29.24	Acquired	4578851	Indirect
2015-06-30	Common Stock	J	196	$28.08	Acquired	4579047	Indirect
2015-09-15	Common Stock	J	319	$23.03	Acquired	4579366	Indirect
2015-09-30	Common Stock	J	241	$23.97	Acquired	4579607	Indirect
2015-12-15	Common Stock	J	260	$28.18	Acquired	4579867	Indirect
2015-12-18	Common Stock	G	30310	$0.00	Acquired	4610177	Indirect
2015-12-23	Common Stock	W	691295	$0.00	Disposed	3918882	Indirect
2015-12-31	Common Stock	J	139	$26.73	Acquired	3919021	Indirect

Footnotes

F1: Bona fide gift made without consideration.

F2: The shares were acquired by the reporting person by will or through the laws of descent and distribution. Prior to the acquisition, the shares were reported as held indirectly by family.

F3: Shares acquired under GRC 401(k) Plan.

F4: Distribution of cash equivalent of 926 common shares required to be made by internal revenue code due to reporting person being over age 70 1/2.

F5: Shares acquired through dividend reinvestment.

F6: 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 3,182,941 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 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 3,183,137 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 3,183,456 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 3,183,697 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 3,183,957 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: Bona fide gift received without consideration.

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 3,214,267 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: The shares were transferred to the reporting person from the Marjorie N. Gorman Turst by will or through the laws of descent and distribution.

F14: Includes 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,214,267 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 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,214,406 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.