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GRACO INC Director's Dealing 2012

Feb 3, 2012

30443_dirs_2012-02-03_25a2e4ad-209b-4bc7-bba2-6cce41da6d4f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC ((GGG))
CIK: 0000042888
Period of Report: 2012-02-03

Reporting Person: GILLIGAN J KEVIN (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-03 Common Stock M 5625 $19.13 Acquired 13990 Direct
2012-02-03 Common Stock S 2232 $48.2447 Disposed 11758 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-03 Non-Qualified Stock Option (right to buy) $19.13 M 5625 Disposed 2012-05-07 Common Stock (5625) Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $48.08 to $48.38, 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: Nonemployee director 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.