GRACO INC — Director's Dealing 2016

Mar 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2016-03-07

Reporting Person: Ahlers David M (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-07	Common Stock	M	23500	$20.80	Acquired	42281.3202	Direct
2016-03-07	Common Stock	S	23500	$81.8759	Disposed	18781.3202	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-07	Non-qualified Stock Option (Right to Buy)	$20.80	M	23500	Disposed	2019-02-13	Common Stock (23500)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $81.67 to $82.11, 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 set forth within the footnote.

F2: The total number of stock units reported includes stock units acquired in unreported dividend reinvestment transactions.

F3: Employee stock option granted pursuant to the Amended and Restated Graco Inc. Stock Incentive Plan (2006) 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.