GRACO INC — Director's Dealing 2017

Dec 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2017-12-13

Reporting Person: GALLIVAN KAREN PARK (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-13	Common Stock	M	15000	$27.17	Acquired	30060.4165	Direct
2017-12-13	Common Stock	S	15000	$132.00	Disposed	15060.4165	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-13	Non-qualified Stock Option (Right to Buy)	$27.17	M	15000	Disposed	2020-02-12	Common Stock (15000)	Direct

Footnotes

F1: Sale pursuant to a 10b5-1 Trading Plan dated December 5, 2017.

F2: 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.

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.