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GRACO INC Director's Dealing 2010

Apr 6, 2010

30443_dirs_2010-04-06_d17819f1-18ce-4260-beeb-4caaa38d898f.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: 2010-04-01

Reporting Person: MORFITT MARTHA A M (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-04-01 Common Stock M 7593 $10.07 Acquired 35200 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-04-01 Non-Qualified Stock Option (right to buy) $10.07 M 7593 Disposed 2010-05-02 Common Stock (7593) Direct
2010-04-01 Phantom Stock Units $ A 418.75 Acquired Common Stock (418.75) Direct

Footnotes

F1: Nonemployee director stock option granted pursuant to the Graco Inc. Nonemployee Director Stock Option 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.

F2: 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.

F3: The number of Phantom Stock Units includes Phantom Stock Units acquired in unreported dividend reinvestment transactions.