GRACO INC — Director's Dealing 2017

Oct 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2017-10-02

Reporting Person: Etchart Eric (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-02	Common Stock	M	276	$45.08	Acquired	11983.333	Direct
2017-10-02	Common Stock	S	100	$124.90	Disposed	11883.333	Direct
2017-10-03	Common Stock	M	1824	$45.08	Acquired	13707.333	Direct
2017-10-03	Common Stock	S	659	$124.90	Disposed	13048.333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-02	Non-qualified Stock Option (Right to Buy)	$45.08	M	276	Disposed	2021-04-21	Common Stock (276)	Direct
2017-10-03	Non-qualified Stock Option (Right to Buy)	$45.08	M	1824	Disposed	2021-04-21	Common Stock (1824)	Direct

Footnotes

F1: Sale pursuant to a 10b5-1 trading plan dated May 1, 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.

F3: Nonemployee director stock option granted pursuant to the Graco Inc. 2010 Stock Incentive Plan in a 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.