GRACO INC — Director's Dealing 2014

Dec 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2014-12-02

Reporting Person: VAN SANT R WILLIAM (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-02	Common Stock	M	4300	$20.19	Acquired	9300	Direct
2014-12-02	Common Stock	M	1800	$40.66	Acquired	11100	Direct
2014-12-02	Common Stock	M	1800	$48.95	Acquired	12900	Direct
2014-12-02	Common Stock	S	7900	$79.9527	Disposed	5000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-02	Non-qualified Stock Option (Right to Buy)	$20.19	M	4300	Disposed	2019-04-24	Common Stock (4300)	Direct
2014-12-02	Non-qualified Stock Option (Right to Buy)	$40.66	M	1800	Disposed	2017-04-20	Common Stock (1800)	Direct
2014-12-02	Non-qualified Stock Option (Right to Buy)	$48.95	M	1800	Disposed	2016-04-21	Common Stock (1800)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $79.9432 to $79.9583, 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: Nonemployee director stock option granted pursuant to the Amended and Restated Graco Inc. Stock Incentive Plan (2006) 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.