GRACO INC — Director's Dealing 2013

May 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2013-05-20

Reporting Person: Moreau Bernard J (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-20	Common Stock	M	3000	$27.91	Acquired	7685.651	Direct
2013-05-20	Common Stock	M	4000	$40.68	Acquired	11685.651	Direct
2013-05-20	Common Stock	S	7000	$62.9294	Disposed	4685.651	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-20	Non-qualified Stock Option (Right to Buy)	$27.91	M	3000	Disposed	2014-02-19	Common Stock (3000)	Direct
2013-05-20	Non-qualified Stock Option (Right to Buy)	$40.68	M	4000	Disposed	2016-02-17	Common Stock (4000)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $62.7801 to $63.1700, 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 of Graco Common Stock acquired under the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11, and shares acquired under the Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

F3: Employee stock option granted pursuant to the Graco Inc. Stock Incentive Plan in a transaction exempt under Rule 16b-3.

F4: Employee stock option granted pursuant to the Employee Stock Incentive Plan in a transaction exempt under Rule 16b-3.