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GRAHAM CORP Director's Dealing 2016

May 26, 2016

32710_dirs_2016-05-26_fee884b8-4477-484c-b753-d899b412c7ee.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2016-05-24

Reporting Person: Smith Alan E (VP of Operations)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-05-24 Common Stock A 4234 Acquired 26820 Direct
2016-05-24 Common Stock A 8468 Acquired 35288 Direct
2016-05-24 Common Stock D 2940 Disposed 32348 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 5/30/13 performance-vested restricted stock award.

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