The Gorman-Rupp Company (GRC) Form 5 GORMAN RUPP / JAMES CARVELL GORMAN 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.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

GORMAN JAMES CARVELL

(Last) (First) (Middle)

THE GORMAN-RUPP COMPANY

600 SOUTH AIRPORT ROAD

(Street)

MANSFIELD OH 44903

(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
X	Officer (give title below)	Other (specify below)
Chairman

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

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	01/09/2018		G	3,720	D	$0.00	1,273,268	I	By James C. Gorman Trust
Common Stock	01/29/2018		G	250	D	$0.00	1,273,018	I	By James C. Gorman Trust
Common Stock	02/01/2018		G	100	D	$0.00	1,272,918	I	By James C. Gorman Trust
Common Stock	08/16/2018		G	400	D	$0.00	1,272,518	I	By James C. Gorman Trust
Common Stock	12/20/2018		G	900	D	$0.00	1,271,618	I	By James C. Gorman Trust
Common Stock (401-K Plan)	03/31/2018		J(1)	69	A	$29.25	7,367	I	By 401-K Trust
Common Stock (401-K Plan)	06/30/2018		J(1)	38	A	$35	7,405	I	By 401-K Trust
Common Stock (401-K Plan)	09/30/2018		J(1)	49	A	$36.5	7,454	I	By 401-K Trust
Common Stock (401-K Plan)	12/06/2018		J(2)	770	D	$32.51	6,684	I	By 401-K Trust
Common Stock (401-K Plan)	12/31/2018		J(1)	526	A	$32.41	7,210	I	By 401-K Trust
Common Stock	01/09/2018		G	3,720	A	$0.00	3,935,657	I	By family(3)
Common Stock	03/13/2018		J(4)	335	A	$30.43	3,935,992	I	By family(5)
Common Stock	03/31/2018		J(1)	251	A	$29.25	3,936,243	I	By family(6)
Common Stock	06/12/2018		J(4)	296	A	$33.2	3,936,539	I	By family(7)
Common Stock	06/30/2018		J(1)	127	A	$35	3,936,666	I	By family(8)
Common Stock	08/16/2018		G	400	A	$0.00	3,937,066	I	By family(9)
Common Stock	09/12/2018		J(4)	271	A	$36.41	3,937,337	I	By family(10)
Common Stock	09/30/2018		J(1)	169	A	$36.5	3,937,506	I	By family(11)
Common Stock	12/12/2018		J(4)	5,449	A	$34.2	3,942,955	I	By family(12)
Common Stock	12/31/2018		J(1)	3,921	A	$32.41	3,946,876	I	By family(13)

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. Shares acquired under GRC 401(k) Plan.

2. Balance reflects distribution of cash equivalent of 770 common shares required to be made by internal revenue code due to reporting person being over age 70 1/2.

3. Includes 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,231,042 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

4. Shares acquired through dividend reinvestment.

5. Includes 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,231,377 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

6. Includes 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,231,628 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

7. Includes 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,231,924 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

8. Includes 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,232,051 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

9. Includes 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,232,451 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

10. Includes 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,232,722 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

11. Includes 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,232,891 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

12. Includes 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,238,340 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

13. Includes 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,242,261 shares beneficially owned by members of Mr. Gorman's immediate family. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this footnote.

Remarks:

	James C. Gorman BY: /s/Brigette A. Burnell Attorney-in-Fact	02/08/2019
	** Signature of Reporting Person	Date
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