GRACO INC — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2016-02-22

Reporting Person: Moreau Bernard J (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-22	Common Stock	M	4600	$20.80	Acquired	10214.4806	Direct
2016-02-22	Common Stock	S	4600	$78.00	Disposed	5614.4806	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-22	Non-qualified Stock Option (Right to Buy)	$20.80	M	4600	Disposed	2019-02-13	Common Stock (4600)	Direct

Footnotes

F1: Included in the amount reported are shares of Graco Common Stock acquired under the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11, and shares acquired under the Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

F2: Employee stock option granted pursuant to the Graco Inc. Amended and Restated Stock Incentive Plan (2006) in a transaction exempt under Rule 16b-3.