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GRACO INC Director's Dealing 2006

Jul 17, 2006

30443_dirs_2006-07-17_4ebe3813-1e55-4a85-8215-c93b8b1b77f3.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2006-05-08

Reporting Person: CARROLL WILLIAM J (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-06-12 Common Stock P 440 $43.48 Acquired 440 Indirect
2006-06-12 Common Stock P 300 $43.49 Acquired 740 Indirect
2006-06-12 Common Stock P 440 $43.49 Acquired 1180 Indirect
2006-06-12 Common Stock P 300 $43.52 Acquired 1480 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-05-08 Phantom Stock Units $0 J 36.254 Acquired Common Stock (36.254) Direct

Footnotes

F1: Margaret Rose Carroll Trust. These shares are held in a trust for the benefit of the reporting person's grandchildren. The reporting person's spouse is the trustee of the trust.

F2: Sarah Maureen Carroll Trust. These shares are held in a trust for the benefit of the reporting person's grandchildren. The reporting person's spouse is the trustee of the trust.

F3: Dividends on the accrued phantom stock units were credited under the Amended and Restated Graco Inc. Stock Incentive Plan (2006) and are to be settled 100% in Graco common stock in a lump sum or installments upon reporting person's termination of service on the Board.