GRACO INC — Director's Dealing 2016

Feb 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2016-02-29

Reporting Person: O'Shea Peter J (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Common Stock	M	1500	$41.36	Acquired	1816.745	Direct
2016-02-29	Common Stock	M	2000	$35.90	Acquired	3816.745	Direct
2016-02-29	Common Stock	M	5200	$20.80	Acquired	9016.745	Direct
2016-02-29	Common Stock	S	8700	$77.7599	Disposed	316.745	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-29	Non-qualified Stock Option (Right to Buy)	$41.36	M	1500	Disposed	2017-02-16	Common Stock (1500)	Direct
2016-02-29	Non-qualified Stock Option (Right to Buy)	$35.90	M	2000	Disposed	2018-02-15	Common Stock (2000)	Direct
2016-02-29	Non-qualified Stock Option (Right to Buy)	$20.80	M	5200	Disposed	2019-02-13	Common Stock (5200)	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. The shares were sold at prices ranging from $77.43 to 78.05, 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.

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 Stock Incentive Plan (2006) in transaction exempt under Section 16b-3. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.