GRACO INC — Director's Dealing 2016

Feb 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2016-02-26

Reporting Person: MCHALE PATRICK J (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-26	Common Stock	M	150000	$35.90	Acquired	241959	Direct
2016-02-26	Common Stock	F	111559	$76.64	Disposed	130400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-26	Non-qualified Stock Option (Right to Buy)	$35.90	M	150000	Disposed	2018-02-15	Common Stock (150000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1863.1653	Indirect

Footnotes

F1: Included in the amount reported are shares acquired under Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

F2: The number of ESOP Stock Units includes ESOP 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.