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: SHEAHAN MARK W (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-30	Common Stock	M	30000	$27.17	Acquired	49537.6052	Direct
2017-10-30	Common Stock	S	19980	$130.9411	Disposed	29557.6052	Direct
2017-10-30	Common Stock	S	10020	$132.0461	Disposed	19537.6052	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	30000	Disposed	2020-02-12	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	442.7494	Indirect
Common Stock	964	Indirect

Footnotes

F1: The price reported is a weighted average price. The shares were sold at prices ranging from $130.46 to $131.45, 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 price reported is a weighted average price. The shares were sold at prices ranging from $131.47 to $132.32, 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.

F3: Included in the amount reported are shares acquired under Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

F4: ESOP - The number of shares includes dividends paid pursuant to the Graco Employee Stock Ownership Plan, exempt under Rule 16b-3(c).

F5: 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.