GRACO INC — Director's Dealing 2013

May 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2013-05-23

Reporting Person: Zumbolo Brian J (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-23	Common Stock	M	26000	$20.80	Acquired	27783	Direct
2013-05-23	Common Stock	M	15000	$27.17	Acquired	42783	Direct
2013-05-23	Common Stock	S	35477	$61.1544	Disposed	7306	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-23	Non-qualified Stock Option (Right to Buy)	$20.80	M	26000	Disposed	2019-02-13	Common Stock (26000)	Direct
2013-05-23	Non-qualified Stock Option (Right to Buy)	$27.17	M	15000	Disposed	2020-02-12	Common Stock (15000)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions with prices ranging from $60.85 to $61.55, 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: Included in the amount reported are shares acquired under Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

F3: Employee stock option granted pursuant to the Amended and Restated Graco Inc. Stock Incentive Plan (2006) 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.