Graham (GHM) Form 4 GRAHAM / Daniel J. Thoren ownership change

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).

1. Name and Address of Reporting Person^*

Thoren Daniel J.

(Last) (First) (Middle)

C/O GRAHAM CORPORATION

20 FLORENCE AVENUE

(Street)

BATAVIA NY 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2024		F		716(1)	D	$27.05	337,005	D
Common Stock	06/01/2024		F		4,297(2)	D	$27.05	332,708	D
Common Stock	06/01/2024		F		6,442(3)	D	$27.05	326,266	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(4)							(5)	(5)	Common Stock	8,140		8,140	D
Restricted Stock Units	$0(4)							(6)	(6)	Common Stock	12,177		12,177	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. Shares withheld to cover tax withholding obligations upon the vesting of a performance stock award granted on September 1, 2021.

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

5. 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.

6. 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.

	/s/ Christina McLeod, Attorney-in-Fact for Daniel J. Thoren	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).
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