GRACO INC — Director's Dealing 2015

Oct 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2015-10-01

Reporting Person: VAN SANT R WILLIAM (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-01	Phantom Stock Units	$	A	255.48	Acquired		Common Stock (255.48)	Direct

Footnotes

F1: The Phantom Stock Units were accrued under the Graco Inc. 2015 Stock Incentive Plan and are to be settled 100% in Graco common stock in a lump sum or installments upon reporting person's termination of service on the Board.

F2: The number of Phantom Stock Units includes Phantom Stock Units acquired in unreported dividend reinvestment transactions.