FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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 *

McGrail Thomas F. III
2. Issuer Name and Ticker or Trading Symbol

HARDINGE INC [ HDNG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Vice President Global Ops.
(Last)          (First)          (Middle)

C/O HARDINGE INC., ONE HARDINGE DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/25/2018
(Street)

ELMIRA, NY 14903
(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)
Code V Amount (A) or (D) Price

Table II - Derivative Securities 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $15.4   5/25/2018     D         12500      (1) 10/15/2027   Common Stock   12500   $3.1   (1) 0   D    
Stock Option (Right to Buy)   $15.4   5/25/2018     D         12500      (2) 10/15/2027   Common Stock   12500   $3.1   (2) 0   D    

Explanation of Responses:
(1)  On October 16, 2017, the reporting person was granted an option to purchase 12,500 shares of Hardinge Inc. common stock, which option was to vest in two (2) equal annual installments beginning October 16, 2019. On May 25, 2018, the option was cancelled pursuant to a certain Agreement and Plan of Merger, dated as of February 12, 2018, by and among Hardinge Holdings, LLC, Hardinge Merger Sub, Inc., and Hardinge Inc. (hereinafter referred to as the "Merger Agreement"). Upon cancellation of the option, the reporting person received a cash payment of $38,750, representing the difference between the market value of the underlying Hardinge Inc. common stock as of the date of cancellation ($18.50 per share) and the exercise price of the option.
(2)  On October 16, 2017, the reporting person was granted an option to purchase 12,500 shares of Hardinge Inc. common stock, which option was to vest upon the completion of certain milestones associated with the economic performance of the issuer over a three year period beginning on the grant date. On May 25, 2018, the option was cancelled pursuant to the Merger Agreement, whereupon the reporting person received a cash payment of $38,750, representing the difference between the market value of the underlying Hardinge Inc. common stock as of said date ($18.50 per share) and the exercise price of the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McGrail Thomas F. III
C/O HARDINGE INC.
ONE HARDINGE DRIVE
ELMIRA, NY 14903


Vice President Global Ops.

Signatures
John R. Alexander, as Attorney-in-Fact, pursuant to a Power of Attorney dated September 15, 2017 5/30/2018
** 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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