GRACO INC — Director's Dealing 2010

Jul 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2010-04-23

Reporting Person: MITAU LEE R (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-23	Non-Qualified Stock Option (right to buy)	$35.16	A	8600	Acquired	2020-04-23	Common Stock (8600)	Direct

Footnotes

F1: Nonemployee director stock option granted pursuant to the Graco Inc. 2010 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.

F2: Stock options granted to nonemployee directors at the annual meeting held on April 23, 2010. Not filed previously due to an administrative oversight by the company.