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: Glajch Jeffrey (VP-Finance; CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-24	Common Stock	A	4745	—	Acquired	52047	Direct
2016-05-24	Common Stock	A	9490	—	Acquired	61537	Direct
2016-05-24	Common Stock	D	3448	—	Disposed	58089	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 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. Glajch's 5/30/13 performance-vested restricted stock award.

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