GRACO INC — Director's Dealing 2013

Feb 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2013-01-31

Reporting Person: CARROLL WILLIAM J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common Stock	M	3750	$20.27	Acquired	22412	Direct
2013-01-31	Common Stock	M	3000	$29.48	Acquired	25412	Direct
2013-01-31	Common Stock	S	2862	$57.5555	Disposed	22550	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-31	Non-qualified Stock Option (Right to Buy)	$20.27	M	3750	Disposed	2013-05-05	Common Stock (3750)	Direct
2013-01-31	Non-qualified Stock Option (Right to Buy)	$29.48	M	3000	Disposed	2014-04-23	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1480	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $57.510 to $57.615, 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: Sarah Maureen Carroll Trust and Margaret Rose Carroll Trust. These shares are held in trust for the benefit of the reporting person's grandchildren. The reporting person's spouse is the trustee of the trusts.

F3: Nonemployee director stock option granted pursuant to the Graco Inc. Stock Incentive Plan in a 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.