GRACO INC — Director's Dealing 2014

Dec 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2014-12-10

Reporting Person: JOHNSON DALE D (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-10	Common Stock	M	22500	$38.13	Acquired	57989	Direct
2014-12-10	Common Stock	F	16789	$80.55	Disposed	41200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-10	Non-qualified Stock Option (Right to Buy)	$38.13	M	22500	Disposed	2015-02-18	Common Stock (22500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2717.4612	Indirect

Footnotes

F1: The number of ESOP stock units includes ESOP stock units acquired in unreported dividends reinvestment transactions, exempt under Rule 16b-3.

F2: 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.