GRACO INC — Director's Dealing 2012

Sep 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2012-09-04

Reporting Person: GALLIVAN KAREN PARK (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-04	Common Stock	M	14500	$27.91	Acquired	18067.245	Direct
2012-09-04	Common Stock	S	14500	$50.0624	Disposed	3567.245	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-04	Non-Qualified Stock Option (right to buy)	$27.91	M	14500	Disposed	2014-02-20	Common Stock (14500)	Direct

Footnotes

F1: Sale pursuant to a 10b5-1 Trading Plan effective August 31, 2012.

F2: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $50.000 to $50.164, 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: 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.