GRAHAM CORP — Director's Dealing 2016

May 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: LINES JAMES R (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-24	Common Stock	A	10581	—	Acquired	79208	Direct
2016-05-24	Common Stock	A	21162	—	Acquired	100370	Direct
2016-05-24	Common Stock	D	5668	—	Disposed	94702	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5570	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$30.875	2018-05-29	Common Stock (2532)	2532	Direct
Stock Option (Right to Buy)	$15.22	2019-05-28	Common Stock (1974)	1974	Direct
Stock Option (Right to Buy)	$15.25	2020-05-20	Common Stock (3092)	3092	Direct
Stock Option (Right to Buy)	$18.65	2022-05-30	Common Stock (10894)	10894	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 1,243 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. Lines's 5/30/13 performance-vested restricted stock award.

F5: Shares held by the trustee of the Graham Corporation Employee Stock Ownership Plan and allocated to Mr. Lines's account, as to which Mr. Lines has sole voting power but no dispositive power, except in limited circumstances.

F6: This option was previously reported by Mr. Lines.