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GRACO INC Director's Dealing 2004

Apr 27, 2004

30443_dirs_2004-04-27_9c6338e4-1ea9-4110-86c8-e70ee598050c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2004-04-23

Reporting Person: KOCH D CHRISTIAN (VICE PRESIDENT)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-03-01 Common Stock J 436 $22.88 Acquired 4465 Direct
2004-04-23 Common Stock M 4218 $9.09 Acquired 10915 Direct
2004-04-23 Common Stock M 2813 $11.71 Acquired 13728 Direct
2004-04-23 Common Stock M 8438 $18.39 Acquired 22166 Direct
2004-04-23 Common Stock M 5625 $17.34 Acquired 27791 Direct
2004-04-23 Common Stock F 3303 $29.48 Disposed 24488 Direct
2004-04-23 Common Stock S 991 $29.51 Disposed 23497 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-04-23 Non-Qualified Stock Option (right to buy) $9.09 M 4218 Disposed 2010-02-23 Common Stock (4218) Direct
2004-04-23 Non-Qualified Stock Option (right to buy) $11.71 M 2813 Disposed 2011-02-23 Common Stock (2813) Direct
2004-04-23 Non-Qualified Stock Option (right to buy) $17.34 M 5625 Disposed 2013-02-21 Common Stock (5625) Direct
2004-04-23 Non-Qualified Stock Option (right to buy) $18.39 M 8438 Disposed 2012-02-22 Common Stock (8438) Direct

Footnotes

F1: Shares acquired under Graco Employee Stock Purchase Plan, exempt under Rule 16b-3.

F2: Transaction exempt under Rule 16b-3(e); stock delivered to issuer to cover the exercise price, or stock retained by issuer to cover withholding taxes.

F3: Employee stock option granted pursuant to the Graco Inc. Long-Term Stock Incentive Plan in a transaction exempt under Rule 16b-3. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.

F4: Employee stock option granted pursuant to the Graco Inc. Stock Incentive Plan in transaction exempt under Rule 16b-3. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.