GRAHAM CORP — Director's Dealing 2010

Aug 30, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2010-08-26

Reporting Person: Fortier Alan (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-26	Common Stock	P	1700	$14.035	Acquired	4982	Direct
2010-08-26	Common Stock	P	600	$14.031	Acquired	5582	Direct
2010-08-26	Common Stock	P	1300	$14.028	Acquired	6882	Direct
2010-08-26	Common Stock	P	400	$14.01	Acquired	7282	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$44.50	2018-07-31	Common Stock (924)	924	Direct
Share Equivalent Unit	$		Common Stock (4.01)	4.01	Direct
Share Equivalent Unit	$		Common Stock (667.11)	667.11	Direct

Footnotes

F1: This option was previously reported by Mr. Fortier and is exercisable pro rata on the first, second, third and fourth anniversaries of the 7/31/08 grant date.

F2: This share equivalent unit was granted under the Graham Corporation Outside Directors' Long Term Incentive Plan, as amended, and was previously reported by Mr. Fortier. Under the LTIP, SEUs are credited to each non-employee director's account for each of the first five fiscal years during such director's term in which Graham produces consolidated net income in an amount at least equal to the consolidated net income specified in the budget for each such fiscal year. Such determinations are made annually. Each SEU is valued at the market value of one share of common stock on the valuation date, which is the last day of trading of the first quarter following the end of a fiscal year for which SEUs are to be credited. The number of SEUs to be credited annually is determined by dividing the value of one SEU into $10,000.

F3: Outstanding SEUs accrue dividends quarterly in accordance with Graham's regular dividend policy and such dividends are reflected in each director's account after the end of each fiscal year. Upon termination of a non-employee director's service, but not before, the non-employee director may redeem each SEU for one share of common stock or, alternatively and subject to Graham's discretion, for the cash equivalent at the closing price of the stock on the NYSE Amex on the date of termination of service, subject to certain limitations.