Sec Form 4 Filing - BIDLACK JERALD D @ GRAHAM CORP - 2012-11-08

Insider filing report for Changes in Beneficial Ownership
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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
BIDLACK JERALD D
2. Issuer Name and Ticker or Trading Symbol
GRAHAM CORP [ GHM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GRAHAM CORPORATION, 20 FLORENCE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/08/2012
(Street)
BATAVIA, NY14020
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 11/08/2012 S 1,200 D $ 17.8 10,140 D
Common Stock 11/08/2012 S 100 D $ 17.84 10,040 D
Common Stock 11/08/2012 S 200 D $ 17.86 9,840 D
Common Stock 11/08/2012 S 1,100 D $ 17.87 8,740 D
Common Stock 11/08/2012 S 1,945 D $ 17.9 6,795 D
Common Stock 11/08/2012 S 100 D $ 17.97 6,695 D
Common Stock 11/12/2012 S 100 D $ 17.37 6,595 D
Common Stock 11/12/2012 S 200 D $ 17.35 6,395 D
Common Stock 11/12/2012 S 55 D $ 17.3314 6,340 D
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) $ 30.875 ( 1 ) 05/29/2012 05/29/2018 Common Stock 924 ( 1 ) 924 ( 1 ) D
Share Equivalent Unit ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 106.15 106.15 D
Share Equivalent Unit ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 78.42 78.42 D
Share Equivalent Unit ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 86 86 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BIDLACK JERALD D
C/O GRAHAM CORPORATION
20 FLORENCE AVENUE
BATAVIA, NY14020
X
Signatures
/s/ Carole M. Anderson, Attorney-in-fact for Jerald D. Bidlack 11/13/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This option was previously reported by Mr. Bidlack.
( 2 )This share equivalent unit was granted under the Graham Corporation Outside Directors' Long Term Incentive Plan, as amended. Under the LTIP, SEUs are credited to each non-employee director's account for each of the first five fiscal years during such director's term in which Graham produces consolidated net income in an amount at least equal to the consolidated net income specified in the budget for each such fiscal year. Such determinations are made annually. Each SEU is valued at the market value of one share of common stock on the valuation date, which is the last day of trading of the first quarter following the end of a fiscal year for which SEUs are to be credited. The number of SEUs to be credited annually is determined by dividing the value of one SEU into $10,000.
( 3 )Outstanding SEUs accrue dividends quarterly in accordance with Graham's regular dividend policy and such dividends are reflected in each director's account after the end of each fiscal year. The number of SEUs reported represent dividends accrued under the LTIP. Upon termination of a non-employee director's service, but not before, the non-employee director may redeem each SEU for one share of common stock or, alternatively and subject to Graham's discretion, for the cash equivalent at the closing price of the stock on the NYSE MKT on the date of termination of service, subject to certain limitations.

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