GRACO INC — Director's Dealing 2010

Mar 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2010-03-11

Reporting Person: VAN DYKE WILLIAM G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-11	Common Stock	M	7593	$10.07	Acquired	38151.902	Direct
2010-03-11	Common Stock	S	3283	$30.1405	Disposed	34868.902	Direct
2010-03-11	Common Stock	S	900	$30.15	Disposed	33968.902	Direct
2010-03-11	Common Stock	S	500	$30.16	Disposed	33468.902	Direct
2010-03-11	Common Stock	S	1109	$30.17	Disposed	32359.902	Direct
2010-03-11	Common Stock	S	400	$30.18	Disposed	31959.902	Direct
2010-03-11	Common Stock	S	501	$30.19	Disposed	31458.902	Direct
2010-03-11	Common Stock	S	700	$30.2	Disposed	30758.902	Direct
2010-03-11	Common Stock	S	200	$30.21	Disposed	30558.902	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-11	Non-Qualified Stock Option (right to buy)	$10.07	M	7593	Disposed	2010-05-02	Common Stock (7593)	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.