GRACO INC — Director's Dealing 2012

Sep 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2012-09-07

Reporting Person: GRANER JAMES A (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-07	Common Stock	M	12209	$17.34	Acquired	80243	Direct
2012-09-07	Common Stock	S	12209	$52.3882	Disposed	68034	Direct
2012-09-10	Common Stock	M	4591	$17.34	Acquired	72625	Direct
2012-09-10	Common Stock	S	4591	$52.0035	Disposed	68034	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-07	Non-Qualified Stock Option (right to buy)	$17.34	M	12209	Disposed	2013-02-21	Common Stock (12209)	Direct
2012-09-10	Non-Qualified Stock Option (right to buy)	$17.34	M	4591	Disposed	2013-02-21	Common Stock (4591)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3280.3341	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $51.900 to $52.595, 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 price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $52.000 to $52.021, 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.

F3: Included in the amount reported are shares acquired under Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

F4: 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.