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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 7.976 (5) | 06/01/2010 | 06/01/2016 | Common Stock | 2,500 (5) | 2,500 (5) | D | ||||||||
Stock Option (Right to Buy) | $ 6.9 (5) | 05/31/2011 | 05/31/2017 | Common Stock | 4,974 (5) | 4,974 (5) | D | ||||||||
Stock Option (Right to Buy) | $ 30.875 (5) | 05/29/2012 | 05/29/2018 | Common Stock | 576 (5) | 576 (5) | D | ||||||||
Stock Option (Right to Buy) | $ 44.5 (6) | (6) | 07/31/2018 | Common Stock | 1,000 (6) | 1,000 (6) | D | ||||||||
Stock Option (Right to Buy) | $ 15.22 (5) | 05/28/2012 | 05/28/2019 | Common Stock | 2,678 (5) | 2,678 (5) | D | ||||||||
Stock Option (Right to Buy) | $ 15.25 (7) | (7) | 05/20/2020 | Common Stock | 1,609 (7) | 1,609 (7) | D | ||||||||
Stock Option (Right to Buy) | $ 18.65 (8) | 05/30/2012 | A | 3,127 (8) | (8) | 05/30/2022 | Common Stock | 3,127 (8) | $ 0 | 3,127 (8) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Condame Jennifer R C/O GRAHAM CORPORATION 20 FLORENCE AVENUE BATAVIA, NY 14020 |
CAO and Controller |
/s/ Carole M. Anderson, Attorney-in-fact for Jennifer R. Condame | 06/01/2012 | |
**Signature of Reporting Person | Date |
* | 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) | 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. |
(2) | Ms. Condame previously reported her 5/26/11 performance-vested restricted stock award assuming target achievement of the performance criteria (750 shares). The award provides if maximum achievement is realized, the number of shares would double. The number of shares reported by Ms. Condame as beneficially owned has been adjusted to assume maximum achievement of the performance criteria. |
(3) | Includes 518 shares acquired under the Graham Corporation Employee Stock Purchase Plan. |
(4) | 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. |
(5) | This option was previously reported by Ms. Condame. |
(6) | This option was previously reported by Ms. Condame and is exercisable pro rata on the first, second, third and fourth anniversaries of the 7/31/08 grant date. |
(7) | This option was previously reported by Ms. Condame and is exercisable 33 1/3% per year over three years beginning on the first anniversary of the 5/20/2010 grant date. |
(8) | This option 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 exercisable 33 1/3% per year over three years beginning on the first anniversary of the grant date. |