GRAHAM CORP — Director's Dealing 2014

Feb 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2014-02-26

Reporting Person: Condame Jennifer R (CAO and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-26	Common Stock	M	30	$7.976	Acquired	9103	Direct
2014-02-26	Common Stock	S	30	$36.00	Disposed	9073	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-26	Stock Option (Right to Buy)	$7.976	M	30	Disposed	2016-06-01	Common Stock (30)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2506	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$6.90	2017-05-31	Common Stock (4974)	4974	Direct
Stock Option (Right to Buy)	$30.875	2018-05-29	Common Stock (576)	576	Direct
Stock Option (Right to Buy)	$44.50	2018-07-31	Common Stock (1000)	1000	Direct
Stock Option (Right to Buy)	$15.22	2019-05-28	Common Stock (2678)	2678	Direct
Stock Option (Right to Buy)	$15.25	2020-05-20	Common Stock (1609)	1609	Direct
Stock Option (Right to Buy)	$18.65	2022-05-30	Common Stock (3127)	3127	Direct

Footnotes

F1: Includes 292 shares acquired under the Graham Corporation Employee Stock Purchase Plan.

F2: Shares held by the trustee of the Graham Corporation Employee Stock Ownership Plan and allocated to Ms. Condame's account, as to which Ms. Condame has sole voting power but no dispositive power, except in limited circumstances.

F3: This option was previously reported by Ms. Condame.

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