GRAHAM CORP — Director's Dealing 2009

Jun 1, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2009-05-28

Reporting Person: Smith Alan E (VP of Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-28	Common Stock	A	1925	—	Acquired	3067	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-28	Stock Option (Right to Buy)	$15.22	A	3571	Acquired	2018-05-29	Common Stock (3571)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$10.84	2017-07-26	Common Stock (3750)	3750	Direct
Stock Option (Right to Buy)	$30.875	2018-05-29	Common Stock (1114)	1114	Direct

Footnotes

F1: This restricted stock award was granted under the Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value in a transaction exempt under Rule 16b-3 and vests 33 1/3% per year beginning on the first anniversary of the grant date.

F2: Adjusted to reflect a 2-for-1 stock split in the nature of a stock dividend paid on 10/6/08.

F3: This option was previously reported by Mr. Smith and is exercisable pro rata on the first, second, third and fourth anniversaries of the 7/26/07 grant date. The number of shares subject to this option and the exercise price have been adjusted to reflect a 2-for-1 stock split in the nature of a stock dividend paid on 10/6/08.

F4: This option was previously reported by Mr. Smith and is exercisable pro rata on the first, second, third and fourth anniversaries of the 5/29/08 grant date. The number of shares subject to this option and the exercise price have been adjusted to reflect a 2-for-1 stock split in the nature of a stock dividend paid on 10/6/08.

F5: This option was granted under the Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value in a transaction exempt under Rule 16b-3 and is exercisable pro rata on the first, second, third and fourth anniversaries of the grant date.