GRACO INC — Director's Dealing 2010

Nov 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2010-11-18

Reporting Person: LOWE DAVID M (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-18	Common Stock	M	3000	$11.71	Acquired	115821	Direct
2010-11-18	Common Stock	M	13875	$11.71	Acquired	129696	Direct
2010-11-18	Common Stock	S	3666	$36.35	Disposed	126030	Direct
2010-11-18	Common Stock	S	2186	$36.36	Disposed	123844	Direct
2010-11-18	Common Stock	S	4600	$36.37	Disposed	119244	Direct
2010-11-18	Common Stock	S	2448	$36.38	Disposed	116796	Direct
2010-11-18	Common Stock	S	975	$36.39	Disposed	115821	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-18	Non-Qualified Stock Option (right to buy)	$11.71	M	3000	Disposed	2011-02-23	Common Stock (3000)	Direct
2010-11-18	Non-Qualified Stock Option (right to buy)	$11.71	M	13875	Disposed	2011-02-23	Common Stock (13875)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	393.5716	Indirect

Footnotes

F1: Included in the amount reported are shares acquired under Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

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 one installment, three years after the date of the grant.