GRACO INC — Director's Dealing 2012

Feb 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2012-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-17	Common Stock	M	8584	$20.8	Acquired	8584	Direct
2012-02-17	Common Stock	S	5280	$50.0005	Disposed	3304	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-17	Non-Qualified Stock Option (right to buy)	$20.8	M	8584	Disposed	2019-02-13	Common Stock (8584)	Direct
2012-02-17	Non-Qualified Stock Option (right to buy)	$49.84	A	18600	Acquired	2022-02-17	Common Stock (18600)	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 $50.01, 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.

F4: Employee stock option granted pursuant to the Graco Inc. 2010 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.