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GRACO INC Director's Dealing 2006

Jul 5, 2006

30443_dirs_2006-07-05_5a13d0fb-23c1-4837-9d7a-a2523fb7f39e.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: 2006-02-06

Reporting Person: VAN DYKE WILLIAM G (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-02-06 Common Stock J 62.425 $39.5039 Acquired 17069.525 Direct
2006-05-08 Common Stock J 14.589 $47.4944 Acquired 14084.114 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-02-06 Phantom Stock Units $0 J 66.54 Acquired Common Stock (66.54) Direct
2006-05-08 Phantom Stock Units $0 J 56.501 Acquired Common Stock (56.501) Direct
2006-07-01 Phantom Stock Units $0 A 313.73 Acquired Common Stock (313.73) Direct

Footnotes

F1: Shares of Graco Common Stock acquired under the Graco Inc. Automatic Dividend Reinvestment Plan, exempt under Rule 16a-11.

F2: Dividends on the accrued phantom stock units were credited under the Graco Inc. Stock Incentive Plan 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.

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.

F4: The phantom stock units were accrued 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.