GRAHAM CORP — Director's Dealing 2011

Dec 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2011-12-12

Reporting Person: LINES JAMES R (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-12	Common Stock	M	7500	$7.976	Acquired	41426	Direct
2011-12-12	Common Stock	M	3750	$6.84	Acquired	45176	Direct
2011-12-12	Common Stock	M	9894	$6.90	Acquired	55070	Direct
2011-12-12	Common Stock	M	3948	$15.22	Acquired	59018	Direct
2011-12-12	Common Stock	M	1546	$15.25	Acquired	60564	Direct
2011-12-12	Common Stock	S	638	$22.92	Disposed	59926	Direct
2011-12-12	Common Stock	S	2700	$22.89	Disposed	57226	Direct
2011-12-12	Common Stock	S	4300	$22.88	Disposed	52926	Direct
2011-12-12	Common Stock	S	2300	$22.87	Disposed	50626	Direct
2011-12-12	Common Stock	S	6500	$22.86	Disposed	44126	Direct
2011-12-12	Common Stock	S	10200	$22.85	Disposed	33926	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-12	Stock Option (Right to Buy)	$7.976	M	7500	Disposed	2016-06-01	Common Stock (7500)	Direct
2011-12-12	Stock Option (Right to Buy)	$6.84	M	3750	Disposed	2016-07-27	Common Stock (3750)	Direct
2011-12-12	Stock Option (Right to Buy)	$6.90	M	9894	Disposed	2017-05-31	Common Stock (9894)	Direct
2011-12-12	Stock Option (Right to Buy)	$15.22	M	3948	Disposed	2019-05-28	Common Stock (3948)	Direct
2011-12-12	Stock Option (Right to Buy)	$15.25	M	1546	Disposed	2020-05-20	Common Stock (1546)	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)	$30.875	2018-05-29	Common Stock (2532)	2532	Direct

Footnotes

F1: Mr. Lines previously reported his 5/26/2011 performance-vested restricted stock award assuming target achievement of the performance criteria (2,612 shares). The award provides if maximum achievement is realized, the number of shares would double. The number of shares reported by Mr. Lines as beneficially owned has been adjusted to assume maximum achievement of the performance criteria.

F2: Includes an addtional 1,250 shares acquired under the Graham Corporation Employee Stock Purchase Plan.

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.

F5: 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.

F6: This option was previously reported by Mr. Lines and is exercisable 33 1/3% per year over three years beginning on the first anniversary of the 5/28/09 grant date.

F7: This option was previously reported by Mr. Lines and is exercisable 33 1/3% per year over three years beginning on the first anniversary of the 5/20/10 grant date.