The Gorman-Rupp Company (GRC) Form 5 GORMAN RUPP / W WAYNE WALSTON ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

WALSTON W WAYNE

(Last) (First) (Middle)

33 EMS T40A LANE

(Street)

LEESBURG IN 46538

(City) (State) (Zip)

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
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2017

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 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	08/03/2015		G4(1)	1,250	D	$0.00	4,962(2)	D
Common Stock	08/25/2016		G4(1)	1,250	D	$0.00	3,712(3)	D
Common Stock	08/08/2017		G	1,250	D	$0.00	2,462(4)	D
Common Stock	08/03/2015		G4(1)	1,250	A	$0.00	22,277(5)	I	By Wayne and Betty Walston Trust(6)
Common Stock	08/25/2016		G4(1)	1,250	A	$0.00	23,527(7)	I	By Wayne and Betty Walston Trust(6)
Common Stock	08/08/2017		G	1,250	A	$0.00	24,777(8)	I	By Wayne and Betty Walston Trust(6)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These transfers were inadvertently omitted from the reporting person's prior Form 5 filing.

2. Includes 3,750 shares acquired through an exempt non-employee Directors' Compensation Plan.

3. Includes 2,500 shares acquired through an exempt non-employee Directors' Compensation Plan.

4. Includes 1,250 shares acquired through an exempt non-employee Directors' Compensation Plan.

5. Includes 19,915 shares acquired through an exempt non-employee Directors' Compensation Plan.

6. Shares held by the Wayne and Betty Walston Trust (a joint revocable living trust of which Mr. and Mrs. Walston are co-trustees) for estate planning purposes.

7. Includes 21,165 shares acquired through an exempt non-employee Directors' Compensation Plan.

8. Includes 24,415 shares acquired through an exempt non-employee Directors' Compensation Plan.

Remarks:

	W. Wayne Walston BY: /s/Brigette A. Burnell Attorney-in-Fact	02/09/2018
	** 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).
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