GRAHAM CORP — Director's Dealing 2012

Jun 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2012-05-30

Reporting Person: Glajch Jeffrey (VP-Finance; CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-30	Common Stock	A	4224	—	Acquired	30830	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-30	Stock Option (Right to Buy)	$18.65	A	7141	Acquired	2022-05-30	Common Stock (7141)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$8.01	2019-03-02	Common Stock (1000)	1000	Direct
Stock Option (Right to Buy)	$15.22	2019-05-28	Common Stock (4693)	4693	Direct
Stock Option (Right to Buy)	$15.25	2020-05-20	Common Stock (3675)	3675	Direct

Footnotes

F1: This performance-vested 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 is subject to forfeiture if certain vesting conditions are not met. The number of shares reported assumes maximum achievement of the performance criteria.

F2: This option was previously reported by Mr. Glajch and is exercisable pro rata on the first, second, third and fourth anniversaries of the 3/2/09 grant date.

F3: This option was previously reported by Mr. Glajch.

F4: This option was previously reported by Mr. Glajch and is exercisable 33 1/3% per year over three years beginning on the first anniversary of the 5/20/10 grant date.

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 33 1/3% per year over three years beginning on the first anniversary of the grant date.