SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Alan E

(Last)

(First)

(Middle)

C/O GRAHAM CORPORATION

20 FLORENCE AVENUE

(Street)

BATAVIA

14020

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GRAHAM CORP [ GHM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & General Manager - Batavia

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2024		F		520⁽¹⁾	D	$27.05	52,474	D
Common Stock	06/01/2024		F		3,123⁽²⁾	D	$27.05	49,351	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽³⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	3,053		3,053	D
Restricted Stock Units	$0⁽³⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	4,749		4,749	D
Restricted Stock Units	$0⁽³⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	18,315		18,315	D

Explanation of Responses:

1. Shares withheld to cover tax withholding obligations upon the vesting of a restricted stock award granted on June 1, 2021.

2. Shares withheld to cover tax withholding obligations upon the vesting of a performance stock award granted on June 1, 2021.

3. These restricted stock units convert into common stock on a one-for-one basis.

4. Two-thirds of the original grant of these restricted stock units vested in substantially equal installments on each of 5/23/2023 and 5/23/2024, and except as otherwise provided in the award notice, the balance vests on 5/23/2025.

5. One-third of the original grant of these restricted stock units vested on 5/17/2024, and except as otherwise provided in the award notice, the balance vests in substantially equal installments on 5/17/2025 and 5/17/2026.

6. These restricted stock units will vest on 5/23/2025, the third anniversary of the grant date, except as otherwise provided in the award notice.

	/s/ Christina McLeod, Attorney-in-Fact for Alan E. Smith	06/04/2024
	** Signature of Reporting Person	Date
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.

Smith Alan E covered exercise/tax liability with 3,643 shares, decreasing direct ownership by 7% to 49,351 units (SEC Form 4)