Statement of Changes in Beneficial Ownership (4)
02 June 2015 - 7:32AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Condame Jennifer R
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2. Issuer Name
and
Ticker or Trading Symbol
GRAHAM CORP
[
GHM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CAO and Controller
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(Last)
(First)
(Middle)
C/O GRAHAM CORPORATION, 20 FLORENCE AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/28/2015
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(Street)
BATAVIA, NY 14020
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/28/2015
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A
(1)
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860
(1)
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A
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$0
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11302
(2)
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D
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Common Stock
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5/28/2015
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A
(3)
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1720
(3)
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A
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$0
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13022
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D
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Common Stock
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5/28/2015
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D
(4)
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573
(4)
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D
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$0
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12449
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D
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Common Stock
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2506
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I
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See footnote
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$7.976
(6)
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6/1/2010
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6/1/2016
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Common Stock
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500
(6)
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500
(6)
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D
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Stock Option (Right to Buy)
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$6.90
(6)
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5/31/2011
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5/31/2017
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Common Stock
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4974
(6)
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4974
(6)
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D
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Stock Option (Right to Buy)
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$30.875
(6)
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5/29/2012
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5/29/2018
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Common Stock
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576
(6)
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576
(6)
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D
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Stock Option (Right to Buy)
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$44.50
(6)
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7/31/2012
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7/31/2018
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Common Stock
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1000
(6)
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1000
(6)
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D
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Stock Option (Right to Buy)
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$15.22
(6)
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5/28/2012
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5/28/2019
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Common Stock
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2678
(6)
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2678
(6)
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D
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Stock Option (Right to Buy)
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$15.25
(6)
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5/20/2013
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5/20/2020
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Common Stock
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1609
(6)
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1609
(6)
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D
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Stock Option (Right to Buy)
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$18.65
(6)
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5/30/2015
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5/30/2022
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Common Stock
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3127
(6)
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3127
(6)
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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Includes 224 shares acquired under the Graham Corporation Employee Stock Purchase Plan.
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(
3)
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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.
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(
4)
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Shares forfeited under the terms of Ms. Condame's 5/30/12 performance-vested restricted stock award.
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(
5)
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Shares held by the trustee of the Graham Corporation Employee Stock Ownership Plan and allocated to Ms. Condame's account, as to which Ms. Condame has sole voting power but no dispositive power, except in limited circumstances.
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(
6)
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This option was previously reported by Ms. Condame.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Condame Jennifer R
C/O GRAHAM CORPORATION
20 FLORENCE AVENUE
BATAVIA, NY 14020
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CAO and Controller
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Signatures
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/s/ Jennifer R. Condame
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6/1/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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