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*
GORMAN JEFFREY S

(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 & CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2021
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 01/08/2021 G 425 A $0.00 592,277 I By Jeffrey S. Gorman Trust (BR)(1)
Common Stock 01/11/2021 G 1,700 D $0.00 590,577 I By Jeffrey S. Gorman Trust (BR)(1)
Common Stock 02/24/2021 A(2) 1,965 A $0.00 592,542 I By Jeffrey S. Gorman Trust(1)
Common Stock 02/24/2021 F 587(3) D $33.46 591,955 I By Jeffrey S. Gorman Trust(1)
Common Stock 223,285 I By 2011 Jeffrey S. Gorman Trust (Mechanics)(1)
Common Stock 01/08/2021 G 425 A $0.00 125,001 I By Michele S. Gorman Trust (BR)(4)
Common Stock 01/11/2021 G 1,700 D $0.00 123,301 I By Michele S. Gorman Trust (BR)(4)
Common Stock 01/08/2021 G 1,700 A $0.00 836,771 I By family
Common Stock 01/11/2021 G 3,400 A $0.00 840,171 I By family(5)
Common Stock (401-K Plan) 65,682 I By 401-K Trust
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
Explanation of Responses:
1. Shares held by the Jeffrey S. Gorman Trust (a revocable trust of which Jeffrey S. Gorman is sole trustee) for estate planning purposes.
2. Performance-based shares awarded under The Gorman-Rupp 2015 Omnibus Incentive Plan after achieving specific performance goals and vesting over the 2018-2020 performance period.
3. Shares withheld for payment of tax liability.
4. Shares held by the Michele S. Gorman Trust (a revocable trust of which Mr. Gorman's wife is sole trustee) for estate planning purposes.
5. Includes 723,350 shares owned by his children and grandchildren and 116,821 shares held in trust in which Mr. Gorman has a beneficial interest. Mr. Gorman disclaims beneficial ownership of all the shares referred to in this footnote.
Remarks:
Jeffrey S. Gorman BY:/s/Brigette A. Burnell Attorney-in-Fact 02/26/2021
** 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 Number.