GRACO INC — Director's Dealing 2015

Oct 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2015-10-28

Reporting Person: GALLIVAN KAREN PARK (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-28	Common Stock	M	5000	$20.80	Acquired	14326.637	Direct
2015-10-28	Common Stock	S	5000	$73.00	Disposed	9326.637	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-28	Non-qualified Stock Option (Right to Buy)	$20.80	M	5000	Disposed	2019-02-13	Common Stock (5000)	Direct

Footnotes

F1: Included in the amount reported are shares of Graco Common Stock acquired under the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11, and shares acquired under the Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

F2: 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.