GRACO INC — Director's Dealing 2016

May 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2016-05-12

Reporting Person: VAN SANT R WILLIAM (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-12	Common Stock	M	1800	$40.66	Acquired	6800	Direct
2016-05-12	Common Stock	M	8600	$38.45	Acquired	15400	Direct
2016-05-12	Common Stock	M	4300	$20.19	Acquired	19700	Direct
2016-05-12	Common Stock	S	14700	$81.00	Disposed	5000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-12	Non-qualified Stock Option (Right to Buy)	$40.66	M	1800	Disposed	2017-04-20	Common Stock (1800)	Direct
2016-05-12	Non-qualified Stock Option (Right to Buy)	$38.45	M	8600	Disposed	2018-04-25	Common Stock (8600)	Direct
2016-05-12	Non-qualified Stock Option (Right to Buy)	$20.19	M	4300	Disposed	2019-04-24	Common Stock (4300)	Direct

Footnotes

F1: Sale pursuant to a 10b5-1 Trading Plan dated April 29, 2016

F2: Nonemployee director stock option granted pursuant to the Amended and Restated Graco Inc. Stock Incentive Plan (2006) in a 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.