GRACO INC — Director's Dealing 2012

Feb 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2012-02-21

Reporting Person: Ahlers David M (Vice President Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Common Stock	M	30000	$38.91	Acquired	33304	Direct
2012-02-21	Common Stock	M	14916	$20.8	Acquired	48220	Direct
2012-02-21	Common Stock	M	7500	$27.17	Acquired	55720	Direct
2012-02-21	Common Stock	S	40245	$50.0025	Disposed	15475	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-21	Non-Qualified Stock Option (right to buy)	$20.8	M	14916	Disposed	2019-02-13	Common Stock (14916)	Direct
2012-02-21	Non-Qualified Stock Option (right to buy)	$27.17	M	7500	Disposed	2020-02-12	Common Stock (7500)	Direct
2012-02-21	Non-Qualified Stock Option (right to buy)	$38.91	M	30000	Disposed	2018-09-22	Common Stock (30000)	Direct

Footnotes

F1: Sale pursuant to a 10b5-1 Trading Plan dated September 7, 2011, as amended February 15, 2012.

F2: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $50.00 to $50.04, 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 set forth within the footnote.

F3: Employee stock option granted pursuant to the Amended and Restated Stock Incentive Plan (2006) in transaction exempt under Section 16b-3. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.