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
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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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
                      

1. Name and Address of Reporting Person *

GORMAN JAMES CARVELL

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                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman

(Last)          (First)          (Middle)

THE GORMAN-RUPP COMPANY,  600 SOUTH AIRPORT ROAD

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2015 
(Street)

MANSFIELD, OH 44903

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Common Stock   10/1/2015     G   2000   D $0.00   (1) 757112   I   By James C. Gorman Trust  
Common Stock   12/18/2015     G   30310   D $0.00   (1) 726802   I   By James C. Gorman Trust  
Common Stock   12/18/2015     G   900   D $0.00   (1) 725902   I   By James C. Gorman Trust  
Common Stock   12/23/2015     W   691295   A $0.00   (2) 1417197   I   By James C. Gorman Trust  
Common Stock   12/23/2015     G   64500   D $0.00   (1) 1352697   I   By James C. Gorman Trust  
Common Stock (401-K Plan)   6/30/2015     J   (3) 62   A $28.08   9040   I   By 401-K Trust  
Common Stock (401-K Plan)   9/30/2015     J   (3) 73   A $23.97   9113   I   By 401-K Trust  
Common Stock (401-K Plan)   10/30/2015     J   (4) 926   D $28.59   8187   I   By 401-K Trust  
Common Stock (401-K Plan)   12/31/2015     J   (3) 60   A $26.73   8247   I   By 401-K Trust  
Common Stock   6/15/2015     J   (5) 259   A $29.24   4578851   I   By family   (6)
Common Stock   6/30/2015     J   (3) 196   A $28.08   4579047   I   By family   (7)
Common Stock   9/15/2015     J   (5) 319   A $23.03   4579366   I   By family   (8)
Common Stock   9/30/2015     J   (3) 241   A $23.97   4579607   I   By family   (9)
Common Stock   12/15/2015     J   (5) 260   A $28.18   4579867   I   By family   (10)
Common Stock   12/18/2015     G   30310   A $0.00   (11) 4610177   I   By family   (12)
Common Stock   12/23/2015     W   691295   D $0.00   (13) 3918882   I   By family   (14)
Common Stock   12/31/2015     J   (3) 139   A $26.73   3919021   I   By family   (15)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: 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)  Bona fide gift made without consideration.
( 2)  The shares were acquired by the reporting person by will or through the laws of descent and distribution. Prior to the acquisition, the shares were reported as held indirectly by family.
( 3)  Shares acquired under GRC 401(k) Plan.
( 4)  Distribution of cash equivalent of 926 common shares required to be made by internal revenue code due to reporting person being over age 70 1/2.
( 5)  Shares acquired through dividend reinvestment.
( 6)  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 3,182,941 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 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 3,183,137 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 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 3,183,456 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 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 3,183,697 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 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 3,183,957 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)  Bona fide gift received without consideration.
( 12)  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 3,214,267 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)  The shares were transferred to the reporting person from the Marjorie N. Gorman Turst by will or through the laws of descent and distribution.
( 14)  Includes 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,214,267 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.
( 15)  Includes 704,615 shares held in trusts in which Mr. Gorman and members of his family have beneficial interests; also includes 3,214,406 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GORMAN JAMES CARVELL
THE GORMAN-RUPP COMPANY
600 SOUTH AIRPORT ROAD
MANSFIELD, OH 44903
X X Chairman

Signatures
James C. Gorman BY: /s/Brigette A. Burnell Attorney-in-Fact 2/16/2016
** 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 control number.
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