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: LINES JAMES R (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-28	Common Stock	A	3193	—	Acquired	13597	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	5922	Acquired	2019-05-28	Common Stock (5922)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5570	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$7.976	2016-06-01	Common Stock (7500)	7500	Direct
Stock Option (Right to Buy)	$6.84	2016-07-27	Common Stock (3750)	3750	Direct
Stock Option (Right to Buy)	$6.90	2017-05-31	Common Stock (9894)	9894	Direct
Stock Option (Right to Buy)	$30.875	2018-05-29	Common Stock (2532)	2532	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: Shares held by the trustee of the Graham Corporation Employee Stock Ownership Plan and allocated to Mr. Lines's account, as to which Mr. Lines has sole voting power but no dispositive power, except in limited circumstances.

F4: This option was previously reported by Mr. Lines and is exercisable pro rata on the first, second, third and fourth anniversaries of the 6/01/06 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 previously reported by Mr. Lines and is exercisable pro rata on the first, second, third and fourth anniversaries of the 7/27/06 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.

F6: This option was previously reported by Mr. Lines and is exercisable pro rata on the first, second, third and fourth anniversaries of the 5/31/07 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.

F7: This option was previously reported by Mr. Lines 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.

F8: 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.