GRACO INC — Director's Dealing 2011

Nov 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2011-11-14

Reporting Person: Chambers Caroline M (Vice President and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-14	Common Stock	M	5625	$18.39	Acquired	8629.068	Direct
2011-11-14	Common Stock	S	5625	$43.459	Disposed	3004.068	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-14	Non-Qualified Stock Option (right to buy)	$18.39	M	5625	Disposed	2012-02-22	Common Stock (5625)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $43.45 to $43.50, inclusive. The reporting person undertakes to provide Graco Inc., any security holder of Graco Inc., or the staff of the Securities and Exchange Commission, upon request, with full information regarding the number of shares sold at each separate price within the range set forth in the footnote.

F2: The amount of securities owned includes shares of Graco Common Stock acquired under the Graco Inc. Automatic Dividend Reinvestment Plan, exempt under Rule 16a-11.

F3: 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.