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GRACO INC Director's Dealing 2007

Feb 20, 2007

30443_dirs_2007-02-20_eb0fced8-8771-4b5c-842e-f10141a2b186.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: 2007-02-16

Reporting Person: RESCORLA CHARLES L (VICE PRESIDENT)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-02-16 Non-Qualified Stock Option (right to buy) $41.36 A 22500 Acquired 2017-02-16 Common Stock (22500) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 52505 Direct
Common Stock 1755.1427 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Non-Qualified Stock Option (right to buy) $9.09 2010-02-23 Common Stock (25312) 25312 Direct
Non-Qualified Stock Option (right to buy) $11.71 2011-02-23 Common Stock (22500) 22500 Direct
Non-Qualified Stock Option (right to buy) $17.34 2013-02-21 Common Stock (27000) 27000 Direct
Non-Qualified Stock Option (right to buy) $18.39 2012-02-22 Common Stock (22500) 22500 Direct
Non-Qualified Stock Option (right to buy) $27.91 2014-02-20 Common Stock (27000) 27000 Direct
Non-Qualified Stock Option (right to buy) $38.13 2015-02-18 Common Stock (22500) 22500 Direct
Non-Qualified Stock Option (right to buy) $40.68 2016-02-17 Common Stock (22500) 22500 Direct

Footnotes

F1: Employee stock option granted pursuant to the Amended and Restated Graco Inc. Stock Incentive Plan (2006) 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.

F2: 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.

F3: 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.