GRACO INC — Director's Dealing 2017

May 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2017-05-04

Reporting Person: JOHNSON DALE D (President, Worldwide CED)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-04	Common Stock	M	30000	$35.90	Acquired	82197.6052	Direct
2017-05-04	Common Stock	S	30000	$109.0255	Disposed	52197.6052	Direct
2017-05-04	Common Stock	M	47000	$20.80	Acquired	99197.6052	Direct
2017-05-04	Common Stock	F	28696	$108.34	Disposed	70501.6052	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-04	Non-qualified Stock Option (Right to Buy)	$35.90	M	30000	Disposed	2018-02-15	Common Stock (30000)	Direct
2017-05-04	Non-qualified Stock Option (Right to Buy)	$20.80	M	47000	Disposed	2019-02-13	Common Stock (47000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2832.8919	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.82 to $109.23, 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, full information regarding the number of shares sold at each separate price within the range set forth in the footnote.

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.