GRACO INC — Director's Dealing 2017

May 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2017-05-10

Reporting Person: Chambers Caroline M (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-10	Common Stock	M	5000	$35.90	Acquired	10159.2715	Direct
2017-05-10	Common Stock	S	5000	$109.4535	Disposed	5159.2715	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-10	Non-qualified Stock Option (Right to Buy)	$35.90	M	5000	Disposed	2018-02-15	Common Stock (5000)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $109.36 to $106.605, 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: 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.