GRAHAM CORP — Director's Dealing 2016

Aug 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2016-08-16

Reporting Person: Condame Jennifer R (CAO and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-16	Common Stock	M	4974	$6.90	Acquired	23144	Direct
2016-08-16	Common Stock	S	4974	$18.0988	Disposed	18170	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-16	Stock Option (Right to Buy)	$6.90	M	4974	Disposed	2017-05-31	Common Stock (4974)	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)	$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 209 shares acquired under the Graham Corporation Employee Stock Purchase Plan.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.015 to $18.214. Ms. Condame undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: 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.

F4: This option was previously reported by Ms. Condame.