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GRACO INC Director's Dealing 2015

Nov 3, 2015

30443_dirs_2015-11-03_37c953ce-9252-4811-be93-92c2a0b2968e.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: 2015-10-30

Reporting Person: O'Shea Peter J (Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-10-30 Common Stock M 2200 $40.68 Acquired 2514.84 Direct
2015-10-30 Common Stock S 2200 $74.0636 Disposed 314.84 Direct
2015-11-03 Common Stock M 800 $40.68 Acquired 1114.84 Direct
2015-11-03 Common Stock S 800 $75.3478 Disposed 314.84 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-10-30 Non-qualified Stock Option (Right to Buy) $40.68 M 2200 Disposed 2016-02-17 Common Stock (2200) Direct
2015-11-03 Non-qualified Stock Option (Right to Buy) $40.68 M 800 Disposed 2016-02-17 Common Stock (800) Direct

Footnotes

F1: The price in Column 4 is a weighted average price. The shares were sold at prices ranging from $74.00 to 74.13, 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 in Column 4 is a weighted average price. The shares were sold at prices ranging from $75.34 to 75.40, 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 total number of stock units reported includes stock units acquired in unreported dividend reinvestment transactions.

F4: 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.