GRACO INC — Director's Dealing 2014

Jul 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2014-07-30

Reporting Person: Eberlein Mark D (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-30	Common Stock	M	2500	$35.90	Acquired	4654	Direct
2014-07-30	Common Stock	S	2500	$76.6213	Disposed	2154	Direct
2014-07-30	Common Stock	M	4600	$20.80	Acquired	6754	Direct
2014-07-30	Common Stock	S	4600	$76.6187	Disposed	2154	Direct
2014-07-30	Common Stock	M	2000	$41.36	Acquired	4154	Direct
2014-07-30	Common Stock	S	2000	$76.6058	Disposed	2154	Direct
2014-07-30	Common Stock	M	2000	$40.68	Acquired	4154	Direct
2014-07-30	Common Stock	S	2000	$76.6068	Disposed	2154	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-30	Non-qualified Stock Option (Right to Buy)	$35.90	M	2500	Disposed	2018-02-15	Common Stock (2500)	Direct
2014-07-30	Non-qualified Stock Option (Right to Buy)	$20.80	M	4600	Disposed	2019-02-13	Common Stock (4600)	Direct
2014-07-30	Non-qualified Stock Option (Right to Buy)	$41.36	M	2000	Disposed	2017-02-16	Common Stock (2000)	Direct
2014-07-30	Non-qualified Stock Option (Right to Buy)	$40.68	M	2000	Disposed	2016-02-17	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	205.2029	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $76.25 to $77.04, 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: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $76.2501 to $77.05, 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.

F3: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $76.25 to $77.01, 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.

F4: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $76.25 to $77.01, 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.

F5: Included in the amount reported are shares acquired under Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

F6: Employee stock option granted pursuant to the Amended and Restated Stock Incentive Plan (2006) in transaction exempt under Section 16b-3. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.

F7: Employee stock option granted pursuant to the Graco Inc. 1999 Employee Stock Incentive Plan 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.