GRAHAM CORP — Director's Dealing 2014

Jun 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2014-05-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-29	Common Stock	A	1531	—	Acquired	43652	Direct
2014-05-29	Common Stock	A	3062	—	Acquired	46714	Direct
2014-05-29	Common Stock	D	2072	—	Disposed	44642	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$15.25	2020-05-20	Common Stock (1739)	1739	Direct
Stock Option (Right to Buy)	$18.65	2022-05-30	Common Stock (7141)	7141	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: Includes 393 shares acquired under the Graham Corporation Employee Stock Purchase Plan.

F3: 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.

F4: Shares forfeited under the terms of Mr. Glajch's 5/26/11 performance-vested restricted stock award.

F5: This option was previously reported by Mr. Glajch.

F6: 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 5/30/12 grant date.