GRACO INC — Director's Dealing 2007

Feb 10, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2003-05-07

Reporting Person: ROBERTS DAVID A (Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-05-07	Common Stock	J	2.474	$30.844	Acquired	5427.474	Direct
2003-08-06	Common Stock	J	2.168	$35.3	Acquired	5429.642	Direct
2003-11-05	Common Stock	J	1.974	$38.85	Acquired	5431.616	Direct
2004-02-04	Common Stock	J	3.253	$40.1	Acquired	5434.869	Direct
2004-03-25	Common Stock	J	51.797	$40.61	Acquired	9590.666	Direct
2006-03-01	Common Stock	J	651	$32.6	Acquired	11100.666	Direct
2006-06-07	Common Stock	J	31	—	Acquired	11131.666	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$13.87	2011-06-25	Common Stock (112500)	112500	Direct
Non-Qualified Stock Option (right to buy)	$17.34	2013-02-21	Common Stock (108000)	108000	Direct
Non-Qualified Stock Option (right to buy)	$18.39	2002-02-22	Common Stock (90000)	90000	Direct
Non-Qualified Stock Option (right to buy)	$27.91	2014-02-20	Common Stock (120000)	120000	Direct
Non-Qualified Stock Option (right to buy)	$38.13	2015-02-18	Common Stock (100000)	100000	Direct
Non-Qualified Stock Option (right to buy)	$40.68	2016-02-17	Common Stock (140000)	140000	Direct

Footnotes

F1: Shares of Graco Common Stock acquired under broker administratered dividend reinvestment plan exempt under Rule 16a-11.

F2: Shares acquired under Graco Employee Stock Purchase Plan, exempt under Rule 16b-3.

F3: Because the reporting person did not timely report two dividend reinvestments purchased by the reporting person's broker with dividends received by the broker from Graco, the share tracking software used by the Company applied the stock split protocol to a share balance less than the number of shares actually owned by the reporting person, resulting in a share balance in the share tracking software less than the total number of shares owned. This transaction corrects this discrepancy by increasing the balance in the share tracking software to match the shares actually owned.

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.