Edgar Filing: GORMAN RUPP CO

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0362

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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,Â 600 SOUTH AIRPORT ROAD

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014

(Street)

MANSFIELD,Â OHÂ 44903

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting
(check applicable line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2014	Â	G	8,375	D	$ 0 ⁽¹⁾	769,372	I	By James C. Gorman Trust
Common Stock	12/26/2014	Â	G	1,700	D	$ 0 ⁽¹⁾	767,672	I	By James C. Gorman Trust
Common Stock	02/06/2014	Â	G	7,875	A	$ 0 ⁽²⁾	4,568,148	I	By family ⁽³⁾
Common Stock	03/13/2014	Â	J⁽⁴⁾	201	A	$ 32.6172	4,568,349	I	By family ⁽⁵⁾
Common Stock	03/31/2014	Â	J⁽⁶⁾	205	A	$ 31.79	4,568,554	I	By family ⁽⁷⁾
Common Stock	06/13/2014	Â	J⁽⁴⁾	197	A	$ 34.5939	4,568,751	I	By family ⁽⁸⁾
Common Stock	06/30/2014	Â	J⁽⁶⁾	59	A	$ 35.37	4,568,810	I	By family ⁽⁹⁾
Common Stock	09/15/2014	Â	J⁽⁴⁾	206	A	$ 31.0882	4,569,016	I	By family ⁽¹⁰⁾
Common Stock	09/30/2014	Â	J⁽⁶⁾	196	A	$ 30.04	4,569,212	I	By family ⁽¹¹⁾
Common Stock	12/15/2014	Â	J⁽⁴⁾	234	A	$ 30.3413	4,569,446	I	By family ⁽¹²⁾
Common Stock	12/31/2014	Â	J⁽⁶⁾	110	A	$ 32.12	4,569,556	I	By family ⁽¹³⁾
Common Stock (401-K Plan)	03/31/2014	Â	J⁽⁶⁾	63	A	$ 31.79	9,631	I	By 401-K Trust
Common Stock (401-K Plan)	06/30/2014	Â	J⁽⁶⁾	28	A	$ 35.37	9,659	I	By 401-K Trust
Common Stock (401-K Plan)	09/30/2014	Â	J⁽⁶⁾	57	A	$ 30.04	9,716	I	By 401-K Trust
Common Stock (401-K Plan)	11/07/2014	Â	J⁽¹⁴⁾	863	D	$ 32.49	8,853	I	By 401-K Trust
Common Stock (401-K Plan)	12/31/2014	Â	J⁽⁶⁾	53	A	$ 32.12	8,906	I	By 401-K Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 Underlying Securities
(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

Reporting Owners

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

Signatures

James C. Gorman By: /s/Brigette A. Burnell Attorney-in-Fact		02/17/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Bona fide gift made without consideration.
(2)	Bona fide gift received without consideration.
(3)	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.
(4)	Shares acquired through dividend reinvestment.
(5)	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.
(6)	Shares acquired under GRC 401(k) Plan.
(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 3,172,644 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.
(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 3,172,841 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.
(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 3,172,900 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.
(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 3,173,106 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.
(11)	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.
(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 3,173,537 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.
(13)	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.
(14)	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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