GRAHAM CORP — Director's Dealing 2013

Jun 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2013-05-30

Reporting Person: Smith Alan E (VP of Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-30	Common Stock	A	1470	—	Acquired	16404	Direct
2013-05-30	Common Stock	A	2940	—	Acquired	19344	Direct
2013-05-30	Common Stock	D	1059	—	Disposed	18285	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$30.875	2018-05-29	Common Stock (1114)	1114	Direct
Stock Option (Right to Buy)	$15.22	2019-05-28	Common Stock (3571)	3571	Direct
Stock Option (Right to Buy)	$15.25	2020-05-20	Common Stock (3118)	3118	Direct
Stock Option (Right to Buy)	$18.65	2022-05-30	Common Stock (6059)	6059	Direct

Footnotes

F1: This time-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.

F2: 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.

F3: Shares forfeited under the terms of Mr. Smith's 5/20/10 performance-vested restricted stock award.

F4: This option was previously reported by Mr. Smith.

F5: This option was previously reported by Mr. Smith and is exercisable 33 1/3% per year over three years beginning on the first anniversary of the 5/30/12 grant date.