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GRACO INC Director's Dealing 2013

May 8, 2013

30443_dirs_2013-05-08_33cceba7-44e9-4183-bb15-5b199f474e1b.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: 2013-05-07

Reporting Person: SHEAHAN MARK W (VICE PRESIDENT)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-05-07 Common Stock M 22500 $40.68 Acquired 40049 Direct
2013-05-07 Common Stock S 22500 $61.6198 Disposed 17549 Direct
2013-05-07 Common Stock M 15000 $38.13 Acquired 32549 Direct
2013-05-07 Common Stock S 15000 $61.6213 Disposed 17549 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-05-07 Non-qualified Stock Option (Right to Buy) $40.68 M 22500 Disposed 2016-02-17 Common Stock (22500) Direct
2013-05-07 Non-qualified Stock Option (Right to Buy) $38.13 M 15000 Disposed 2015-02-18 Common Stock (15000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 412.7243 Indirect
Common Stock 964 Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $61.41 to $62.18, 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: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $61.43 to $62.16, 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.

F3: Included in the amount reported are shares acquired under Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

F4: Employee 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.