GRACO INC — Director's Dealing 2017

Jun 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2017-06-02

Reporting Person: Johnson Jeffrey P. (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-02	Common Stock	M	28000	$35.90	Acquired	42213.4242	Direct
2017-06-02	Common Stock	S	28000	$113.00	Disposed	14213.4242	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-02	Non-qualified Stock Option (Right to Buy)	$35.90	M	28000	Disposed	2018-02-15	Common Stock (28000)	Direct

Footnotes

F1: Sale pursuant to a 10b5-1 Trading Plan dated May 23, 2017.

F2: Included in the amount are shares acquired under Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3, and shares from broker dividend reinvestment, exempt under rule 16a-11.

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.