GRAHAM CORP — Director's Dealing 2019

May 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2019-05-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-24	Common Stock	F	706	$20.97	Disposed	38369	Direct
2019-05-29	Common Stock	D	6669	—	Disposed	31700	Direct
2019-05-29	Common Stock	A	3156	—	Acquired	34856	Direct
2019-05-29	Common Stock	A	6312	—	Acquired	41168	Direct
2019-05-29	Common Stock	F	900	$20.40	Disposed	40268	Direct
2019-05-30	Common Stock	F	398	$20.42	Disposed	39870	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$18.65	2022-05-30	Common Stock (6059)	6059	Direct

Footnotes

F1: Shares withheld to cover tax withholding obligations upon the vesting of a restricted stock award.

F2: Shares forfeited under the terms of Mr. Smith's May 24, 2016 performance-vested restricted stock award.

F3: 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.

F4: 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.