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GRACO INC Director's Dealing 2014

Oct 27, 2014

30443_dirs_2014-10-27_27e19002-0511-4fb8-8b40-0e6771663b95.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2014-10-27

Reporting Person: MCHALE PATRICK J (Director, President and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-10-27 Common Stock M 22500 $40.68 Acquired 97588 Direct
2014-10-27 Common Stock M 22500 $41.36 Acquired 120088 Direct
2014-10-27 Common Stock S 45000 $75.717 Disposed 75088 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-10-27 Non-qualified Stock Option (Right to Buy) $40.68 M 22500 Disposed 2016-02-17 Common Stock (22500) Direct
2014-10-27 Non-qualified Stock Option (Right to Buy) $41.36 M 22500 Disposed 2017-02-16 Common Stock (22500) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1817.9993 Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $75.56 to $76.12, inclusive. The reporting person undertakes to provide to 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 with the range set forth in the footnote.

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

F3: The number of ESOP Stock Units includes ESOP Stock Units acquired in unreported dividend reinvestment transactions.

F4: 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.

F5: 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.