Annual Statement of Changes in Beneficial Ownership (5)
February 17 2015 - 3:03PM
Edgar (US Regulatory)
FORM 5
[ ]
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
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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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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1. Name and Address of Reporting Person
*
GORMAN JAMES CARVELL
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2. Issuer Name
and
Ticker or Trading Symbol
GORMAN RUPP CO [GRC]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman
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(Last)
(First)
(Middle)
THE GORMAN-RUPP COMPANY, 600 SOUTH AIRPORT ROAD
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2014
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(Street)
MANSFIELD, OH 44903
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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Common Stock
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2/6/2014
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G
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8375
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D
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$0.00
(1)
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769372
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I
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By James C. Gorman Trust
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Common Stock
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12/26/2014
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G
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1700
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D
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$0.00
(1)
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767672
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I
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By James C. Gorman Trust
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Common Stock
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2/6/2014
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G
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7875
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A
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$0.00
(2)
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4568148
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I
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By family
(3)
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Common Stock
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3/13/2014
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J
(4)
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201
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A
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$32.6172
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4568349
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I
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By family
(5)
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Common Stock
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3/31/2014
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J
(6)
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205
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A
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$31.79
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4568554
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I
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By family
(7)
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Common Stock
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6/13/2014
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J
(4)
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197
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A
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$34.5939
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4568751
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I
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By family
(8)
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Common Stock
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6/30/2014
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J
(6)
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59
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A
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$35.37
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4568810
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I
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By family
(9)
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Common Stock
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9/15/2014
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J
(4)
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206
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A
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$31.0882
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4569016
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I
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By family
(10)
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Common Stock
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9/30/2014
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J
(6)
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196
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A
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$30.04
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4569212
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I
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By family
(11)
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Common Stock
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12/15/2014
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J
(4)
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234
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A
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$30.3413
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4569446
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I
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By family
(12)
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Common Stock
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12/31/2014
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J
(6)
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110
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A
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$32.12
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4569556
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I
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By family
(13)
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Common Stock (401-K Plan)
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3/31/2014
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J
(6)
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63
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A
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$31.79
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9631
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I
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By 401-K Trust
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Common Stock (401-K Plan)
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6/30/2014
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J
(6)
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28
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A
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$35.37
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9659
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I
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By 401-K Trust
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Common Stock (401-K Plan)
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9/30/2014
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J
(6)
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57
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A
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$30.04
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9716
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I
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By 401-K Trust
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Common Stock (401-K Plan)
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11/7/2014
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J
(14)
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863
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D
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$32.49
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8853
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I
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By 401-K Trust
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Common Stock (401-K Plan)
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12/31/2014
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J
(6)
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53
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A
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$32.12
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8906
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I
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By 401-K Trust
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Bona fide gift made without consideration.
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(
2)
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Bona fide gift received without consideration.
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(
3)
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Includes 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,172,238 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.
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(
4)
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Shares acquired through dividend reinvestment.
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(
5)
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Includes 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,172,439 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.
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(
6)
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Shares acquired under GRC 401(k) Plan.
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(
7)
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Includes 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,172,644 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.
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(
8)
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Includes 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,172,841 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.
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(
9)
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Includes 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,172,900 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.
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(
10)
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Includes 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,173,106 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.
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(
11)
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Includes 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,173,302 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.
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(
12)
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Includes 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,173,537 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.
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(
13)
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Includes 691,295 shares owned by the Marjorie N. Gorman Trust (of which Mr. Gorman's wife is sole trustee) and 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,173,647 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.
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(
14)
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Distribution of cash equivalent of 863 common shares required to be made by internal revenue code due to reporting person being over age 70 1/2.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GORMAN JAMES CARVELL
THE GORMAN-RUPP COMPANY
600 SOUTH AIRPORT ROAD
MANSFIELD, OH 44903
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X
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X
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Chairman
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Signatures
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James C. Gorman
By: /s/Brigette A. Burnell
Attorney-in-Fact
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2/17/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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