GRACO INC — Director's Dealing 2017

Oct 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2017-10-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-30	Common Stock	M	143000	$27.17	Acquired	347934.6052	Direct
2017-10-30	Common Stock	F	88169	$132.87	Disposed	259765.6052	Direct
2017-10-30	Common Stock	M	126000	$42.73	Acquired	385765.6052	Direct
2017-10-30	Common Stock	F	84799	$132.87	Disposed	300966.6052	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-30	Non-qualified Stock Option (Right to Buy)	$27.17	M	143000	Disposed	2020-02-12	Common Stock (143000)	Direct
2017-10-30	Non-qualified Stock Option (Right to Buy)	$42.73	M	126000	Disposed	2021-02-18	Common Stock (126000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1907.5067	Indirect

Footnotes

F1: Included in this number are dividends paid pursuant to the Graco Employee Stock Ownership Plan, exempt under Rule 16b-3(c).

F2: 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.

F3: Employee stock option granted pursuant to the Graco Inc. 2010 Stock Incentive Plan 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.