GRACO INC — Director's Dealing 2016

Jul 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2016-07-01

Reporting Person: Etchart Eric (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-01	Phantom Stock Units	$	A	232.21	Acquired		Common Stock (232.21)	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 under the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11.