GRAHAM CORP — Director's Dealing 2017

Jun 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2017-05-31

Reporting Person: Smith Alan E (VP & General Manager - Batavia)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-31	Common Stock	A	2879	—	Acquired	33230	Direct
2017-05-31	Common Stock	A	5758	—	Acquired	38988	Direct
2017-05-31	Common Stock	D	2616	—	Disposed	36372	Direct
2017-05-31	Common Stock	D	3290	—	Disposed	33082	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 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 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 5/29/14 performance-vested restricted stock award.

F4: Shares forfeited under the terms of Mr. Smith's 5/28/15 performance-vested restricted stock award.

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