GRACO INC — Director's Dealing 2012

Dec 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2012-12-04

Reporting Person: VAN DYKE WILLIAM G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-04	Common Stock	M	3750	$20.27	Acquired	34308	Direct
2012-12-04	Common Stock	S	3750	$49.0747	Disposed	30558	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-04	Non-Qualified Stock Option (right to buy)	$20.27	M	3750	Disposed	2013-05-06	Common Stock (3750)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $48.97 to $49.12, 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: Includes a decrease of 0.902 shares in connection with the May 24, 2007 termination of the reporting person's participation in the Registrant's Dividend Reinvestment Program (DRIP), which was not previously disclosed due to an administrative oversight.

F3: Nonemployee director stock option granted pursuant to the Graco Inc. 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 grant.