GRACO INC — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2014-02-19

Reporting Person: Eberlein Mark D (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-19	Common Stock	M	300	$32.95	Acquired	2022	Direct
2014-02-19	Common Stock	M	2000	$40.68	Acquired	4022	Direct
2014-02-19	Common Stock	S	2300	$76.3864	Disposed	1722	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-19	Non-qualified Stock Option (Right to Buy)	$32.95	M	300	Disposed	2014-09-23	Common Stock (300)	Direct
2014-02-19	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 $76.14 to $76.54, 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: Employee stock option granted pursuant to the Graco Inc. 1999 Employee Stock Incentive Plan in a transaction exempt under Rule 16b-3.

F3: 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.