GRACO INC — Director's Dealing 2014

Nov 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2014-11-24

Reporting Person: GALLIVAN KAREN PARK (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-24	Common Stock	M	2455	$35.90	Acquired	9325.976	Direct
2014-11-24	Common Stock	S	2455	$80.00	Disposed	6870.976	Direct
2014-11-25	Common Stock	M	27545	$35.90	Acquired	34415.976	Direct
2014-11-25	Common Stock	S	25545	$80.00	Disposed	8870.976	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-24	Non-qualified Stock Option (Right to Buy)	$35.90	M	2455	Disposed	2018-02-15	Common Stock (2455)	Direct
2014-11-25	Non-qualified Stock Option (Right to Buy)	$35.90	M	27545	Disposed	2018-02-15	Common Stock (27545)	Direct

Footnotes

F1: Sale pursuant to a 10b5-1 Trading Plan dated July 31, 2014.

F2: Included in the amount reported are shares of Graco Common Stock acquired under the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11, and shares acquired under the Graco Inc. 2006 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.