Sec Form 4 Filing - McGrail Thomas F. III @ HARDINGE INC - 2018-05-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McGrail Thomas F. III 2. Issuer Name and Ticker or Trading Symbol HARDINGE INC [ HDNG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President Global Ops. (Last) (First) (Middle) C/O HARDINGE INC., ONE HARDINGE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2018 (Street) ELMIRA, NY14903 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

( 2 ) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 15.4 05/25/2018 D 12,500 ( 1 ) 10/15/2027 Common Stock 12,500 $ 3.1 ( 1 ) 0 D Stock Option (Right to Buy) $ 15.4 05/25/2018 D 12,500 10/15/2027 Common Stock 12,500 $ 3.1 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McGrail Thomas F. III C/O HARDINGE INC. ONE HARDINGE DRIVE ELMIRA, NY14903 Vice President Global Ops. Signatures John R. Alexander, as Attorney-in-Fact, pursuant to a Power of Attorney dated September 15, 2017 05/30/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 16, 2017, the reporting person was granted an option to purchase 12,500 shares of Hardinge Inc. common stock, which option was to vest in two (2) equal annual installments beginning October 16, 2019. On May 25, 2018, the option was cancelled pursuant to a certain Agreement and Plan of Merger, dated as of February 12, 2018, by and among Hardinge Holdings, LLC, Hardinge Merger Sub, Inc., and Hardinge Inc. (hereinafter referred to as the "Merger Agreement"). Upon cancellation of the option, the reporting person received a cash payment of $38,750, representing the difference between the market value of the underlying Hardinge Inc. common stock as of the date of cancellation ($18.50 per share) and the exercise price of the option. ( 2 )On October 16, 2017, the reporting person was granted an option to purchase 12,500 shares of Hardinge Inc. common stock, which option was to vest upon the completion of certain milestones associated with the economic performance of the issuer over a three year period beginning on the grant date. On May 25, 2018, the option was cancelled pursuant to the Merger Agreement, whereupon the reporting person received a cash payment of $38,750, representing the difference between the market value of the underlying Hardinge Inc. common stock as of said date ($18.50 per share) and the exercise price of the option.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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