Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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 *
EMMENS DAVID P
2. Issuer Name and Ticker or Trading Symbol
GORMAN RUPP CO [GRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Corporate Counsel & Secretary
(Last)
(First)
(Middle)

THE GORMAN-RUPP COMPANY, 600 SOUTH AIRPORT ROAD
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
(Street)


MANSFIELD, OH 44903
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock (401-K Plan) 03/31/2012   J(1) 53 A $ 29.18 1,630 I By 401-K Trust
Common Stock (401-K Plan) 06/30/2012   J(1) 27 A $ 29.8 1,657 I By 401-K Trust
Common Stock (401-K Plan) 09/30/2012   J(1) 23 A $ 27 1,680 I By 401-K Trust
Common Stock (401-K Plan) 12/31/2012   J(1) 29 A $ 29.83 1,709 I By 401-K Trust
Common Stock (Company Stock Plan) 01/04/2012   L 22 A $ 27.4055 9,856 D  
Common Stock (Company Stock Plan) 01/31/2012   L 19 A $ 31.4767 9,875 D  
Common Stock (Company Stock Plan) 03/01/2012   L 18 A $ 32.0589 9,893 D  
Common Stock (Company Stock Plan) 03/14/2012   L 30 A $ 29.774 9,923 D  
Common Stock (Company Stock Plan) 04/09/2012   L 21 A $ 29.3483 9,944 D  
Common Stock (Company Stock Plan) 05/02/2012   L 20 A $ 29.5558 9,964 D  
Common Stock (Company Stock Plan) 06/05/2012   L 22 A $ 27.2409 9,986 D  
Common Stock (Company Stock Plan) 06/13/2012   L 35 A $ 28.3412 10,021 D  
Common Stock (Company Stock Plan) 07/03/2012   L 21 A $ 28.6973 10,042 D  
Common Stock (Company Stock Plan) 07/31/2012   L 20 A $ 29.7587 10,062 D  
Common Stock (Company Stock Plan) 09/05/2012   L 22 A $ 27.5574 10,084 D  
Common Stock (Company Stock Plan) 09/13/2012   L 36 A $ 27.633 10,120 D  
Common Stock (Company Stock Plan) 10/03/2012   L 22 A $ 27.3421 10,142 D  
Common Stock (Company Stock Plan) 11/05/2012   L 22 A $ 26.9628 10,164 D  
Common Stock (Company Stock Plan) 12/04/2012   L 21 A $ 28.105 10,185 D  
Common Stock (Company Stock Plan) 12/13/2012   L 37 A $ 28.526 10,222 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EMMENS DAVID P
THE GORMAN-RUPP COMPANY
600 SOUTH AIRPORT ROAD
MANSFIELD, OH 44903
      Corporate Counsel & Secretary  

Signatures

/s/David P. Emmens 02/14/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares acquired under GRC 401(k) Plan.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.