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GRAHAM CORP Director's Dealing 2008

Aug 7, 2008

32710_dirs_2008-08-07_d271dbef-8785-4ecf-8829-0a6baa3262df.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2008-08-05

Reporting Person: Condame Jennifer R (CAO and Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-08-05 Common Stock M 625 $15.952 Acquired 625 Direct
2008-08-05 Common Stock S 625 $92.5923 Disposed 0 Direct
2008-08-05 Common Stock M 829 $13.80 Acquired 829 Direct
2008-08-05 Common Stock S 829 $92.5923 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-08-05 Stock Option (Right to Buy) $15.952 M 625 Disposed 2016-06-01 Common Stock (625) Direct
2008-08-05 Stock Option (Right to Buy) $13.80 M 829 Disposed 2017-05-31 Common Stock (829) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1253 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (Right to Buy) $61.75 2018-05-29 Common Stock (288) 288 Direct
Stock Option (Right to Buy) $89.00 2018-07-31 Common Stock (500) 500 Direct

Footnotes

F1: Shares held by the trustee of the Graham Corporation Employee Stock Ownership Plan and allocated to Ms. Condame's account, as to which Ms. Condame has sole voting power but no dispositive power, except in limited circumstances.

F2: This option was previously reported by Ms. Condame and is exercisable pro rata on the first, second, third and fourth anniversaries of the 6/01/06 grant date.

F3: This option was previously reported by Ms. Condame and is exercisable pro rata on the first, second, third and fourth anniversaries of the 5/31/07 grant date.

F4: This option was previously reported by Ms. Condame and is exercisable pro rata on the first, second, third and fourth anniversaries of the 5/29/08 grant date.

F5: This option was previously reported by Ms. Condame and is exercisable pro rata on the first, second, third and fourth anniversaries of the 7/31/08 grant date.