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: RESCORLA CHARLES L (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-24	Common Stock	M	1217	$38.13	Acquired	62054	Direct
2014-11-24	Common Stock	S	1217	$80.00	Disposed	60837	Direct
2014-11-25	Common Stock	M	21283	$38.13	Acquired	82120	Direct
2014-11-25	Common Stock	S	21283	$80.00	Disposed	60837	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-24	Non-qualified Stock Option (Right to Buy)	$38.13	M	1217	Disposed	2015-02-18	Common Stock (1217)	Direct
2014-11-25	Non-qualified Stock Option (Right to Buy)	$38.13	M	21283	Disposed	2015-02-18	Common Stock (21283)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2071.587	Indirect

Footnotes

F1: Sale pursuant to a 10b5-1 Trading Plan dated August 4, 2014.

F2: Included in the amount reported are shares acquired under Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

F3: 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.