Sec Form 4 Filing - GORMAN JEFFREY S @ GORMAN RUPP CO - 2019-01-04

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
GORMAN JEFFREY S
2. Issuer Name and Ticker or Trading Symbol
GORMAN RUPP CO [ GRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
THE GORMAN-RUPP COMPANY, 600 SOUTH AIRPORT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2019
(Street)
MANSFIELD, OH44903
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
Common Stock 01/04/2019 G V 2,760 A $ 0 758,736 I By family ( 1 )
Common Stock 01/04/2019 G V 460 A $ 0 642,131 I By Jeffrey S. Gorman Trust (BR) ( 2 )
Common Stock 02/27/2019 A( 3 ) 1,946 A $ 0 644,077 I By Jeffrey S. Gorman Trust (BR) ( 2 )
Common Stock 02/27/2019 F 564 ( 4 ) D $ 34.42 643,513 I By Jeffrey S. Gorman Trust (BR) ( 2 )
Common Stock 01/04/2019 G V 460 A $ 0 124,191 I By Michele S. Gorman Trust (BR) ( 5 )
Common Stock 01/04/2019 G V 920 D $ 0 9,306 I By Jeffrey S. Gorman Trust (ML) ( 2 )
Common Stock 01/04/2019 G V 920 D $ 0 9,186 I By Michele S. Gorman Trust (ML) ( 5 )
Common Stock (401-K Plan) 63,409 I By 401-K Trust
Common Stock 125,000 I By 2011 Jeffrey S. Gorman Trust (Mechanics) ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GORMAN JEFFREY S
THE GORMAN-RUPP COMPANY
600 SOUTH AIRPORT ROAD
MANSFIELD, OH44903
X President & CEO
Signatures
Jeffrey S. GormanBY: /s/Brigette A. BurnellAttorney-in-Fact 03/01/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 641,915 shares owned by his children and 116,821 shares held in trust in which Mr. Gorman has a beneficial interest. Mr. Gorman disclaims beneficial ownership of all the shares referred to in this footnote.
( 2 )Shares held by the Jeffrey S. Gorman Trust (a revocable trust of which Jeffrey S. Gorman is sole trustee) for estate planning purposes.
( 3 )Performance-based shares awarded under The Gorman-Rupp 2015 Omnibus Incentive Plan after achieving specific performance goals and vesting over the 2016-2018 performance period.
( 4 )Shares withheld for payment of tax liability.
( 5 )Shares held by the Michele S. Gorman Trust (a revocable trust of which Mr. Gorman's wife is sole trustee) for estate planning purposes.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.