GRACO INC — Director's Dealing 2016

Feb 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2016-02-04

Reporting Person: LOWE DAVID M (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-04	Common Stock	M	22500	$40.68	Acquired	156664	Direct
2016-02-04	Common Stock	S	13400	$72.4759	Disposed	143264	Direct
2016-02-04	Common Stock	S	9100	$72.8935	Disposed	134164	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-04	Non-qualified Stock Option (Right to Buy)	$40.68	M	22500	Disposed	2016-02-16	Common Stock (22500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	430.3888	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.676 to $72.67, 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, full information regarding the number of shares sold at each separate price within the range set forth in the footnote.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.69 to $73.37, 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, full information regarding the number of shares sold at each separate price within the range set forth in the footnote.

F3: The number of ESOP stock units includes ESOP stock units acquired in unreported dividends reinvestment transactions, exempt under Rule 16b-3.

F4: Employee stock option granted pursuant to the Graco Inc. Stock Incentive Plan 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.