GRACO INC — Director's Dealing 2011

Nov 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2011-10-31

Reporting Person: SHEAHAN MARK W (VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-31	Common Stock	M	2812	$18.39	Acquired	19256	Direct
2011-10-31	Common Stock	S	2812	$43.6504	Disposed	16444	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-31	Non-Qualified Stock Option (right to buy)	$18.39	M	2812	Disposed	2012-02-22	Common Stock (2812)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	401.5916	Indirect
Common Stock	964	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $43.65 to $43.66, 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: 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.