GRACO INC — Director's Dealing 2015

May 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2015-05-15

Reporting Person: CARROLL WILLIAM J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-15	Common Stock	S	3000	$73.7758	Disposed	23062	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2960	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $73.731 to $73.8, 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.