GRACO INC — Director's Dealing 2014

Dec 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2014-12-03

Reporting Person: Zumbolo Brian J (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-03	Common Stock	M	2500	$41.36	Acquired	10238	Direct
2014-12-03	Common Stock	M	12000	$35.90	Acquired	22238	Direct
2014-12-03	Common Stock	S	14500	$81.00	Disposed	7738	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-03	Non-qualified Stock Option (Right to Buy)	$41.36	M	2500	Disposed	2017-02-16	Common Stock (2500)	Direct
2014-12-03	Non-qualified Stock Option (Right to Buy)	$35.90	M	12000	Disposed	2018-02-15	Common Stock (12000)	Direct

Footnotes

F1: Sale pursuant to a 10b5-1 Trading Plan effective November 6, 2014.

F2: Included in the amount reported are shares acquired under Graco 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.