SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Knabel Wayne L

(Last)

(First)

(Middle)

THE GORMAN-RUPP COMPANY

600 SOUTH AIRPORT ROAD

(Street)

MANSFIELD

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

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

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 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							4,813⁽¹⁾	D
Common Stock (401-K Plan)	03/31/2014		J⁽²⁾	194	A	$31.79	2,034	I	By 401-K Trust
Common Stock (401-K Plan)	06/30/2014		J⁽²⁾	58	A	$35.37	2,092	I	By 401-K Trust
Common Stock (401-K Plan)	09/30/2014		J⁽²⁾	33	A	$30.04	2,125	I	By 401-K Trust
Common Stock (401-K Plan)	12/31/2014		J⁽²⁾	4	A	$32.12	2,129	I	By 401-K Trust
Common Stock (Company Stock Plan)	02/04/2014		L	18	A	$32.6271	1,621	D
Common Stock (Company Stock Plan)	03/04/2014		L	18	A	$32.0417	1,639	D
Common Stock (Company Stock Plan)	03/13/2014		L	4	A	$32.6172	1,643	D
Common Stock (Company Stock Plan)	04/01/2014		L	18	A	$31.5652	1,661	D
Common Stock (Company Stock Plan)	05/01/2014		L	19	A	$30.8215	1,680	D
Common Stock (Company Stock Plan)	06/04/2014		L	18	A	$31.8485	1,698	D
Common Stock (Company Stock Plan)	06/13/2014		L	4	A	$34.5939	1,702	D
Common Stock (Company Stock Plan)	07/01/2014		L	16	A	$35.7822	1,718	D
Common Stock (Company Stock Plan)	08/04/2014		L	19	A	$29.5128	237⁽¹⁾	D
Common Stock (Company Stock Plan)	09/03/2014		L	19	A	$30.8703	256	D
Common Stock (Company Stock Plan)	09/15/2014		L	1	A	$31.0882	257	D
Common Stock (Company Stock Plan)	10/02/2014		L	19	A	$30.7546	276	D
Common Stock (Company Stock Plan)	11/07/2014		L	18	A	$31.779	294	D
Common Stock (Company Stock Plan)	12/03/2014		L	18	A	$31.7875	312	D
Common Stock (Company Stock Plan)	12/15/2014		L	1	A	$30.3413	313	D
Common Stock (Dividend Reinvestment Plan)	03/13/2014		L	10	A	$32.6172	52.004	D
Common Stock (Dividend Reinvestment Plan)	06/13/2014		L	8	A	$34.5939	60.004	D
Common Stock (Dividend Reinvestment Plan)	09/15/2014		L	10	A	$31.0882	70.004	D
Common Stock (Dividend Reinvestment Plan)	12/15/2014		L	12	A	$30.3413	82.004	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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes amounts transferred from the Company Stock Plan to a brokerage account in the amount of 45 shares on July 8, 2014 and 1,455 shares on July 9, 2014.

2. Shares acquired under GRC 401(k) Plan.

Remarks:

	Wayne L. Knabel BY: /s/Brigette A. Burnell Attorney-in-Fact	02/17/2015
	** 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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