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GRACO INC Director's Dealing 2017

May 2, 2017

30443_dirs_2017-05-02_8e7e2939-0490-460d-bd85-c629bd60c554.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2017-05-02

Reporting Person: Zumbolo Brian J (Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-02 Common Stock M 18000 $42.73 Acquired 26719.3535 Direct
2017-05-02 Common Stock M 7500 $27.17 Acquired 34219.3535 Direct
2017-05-02 Common Stock S 24566 $108.2304 Disposed 9653.3535 Direct
2017-05-02 Common Stock S 934 $108.8053 Disposed 8719.3535 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-02 Non-qualified Stock Option (Right to Buy) $42.73 M 18000 Disposed 2021-02-18 Common Stock (18000) Direct
2017-05-02 Non-qualified Stock Option (Right to Buy) $27.17 M 7500 Disposed 2020-02-12 Common Stock (7500) Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions with prices ranging from $107.68 to $108.66, 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 in Column 4 is a weighted average price. The shares were sold in multiple transactions with prices ranging from $108.71 to $108.925, 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: Employee stock option granted pursuant to the Graco Inc. 2010 Stock Incentive Plan 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.

F4: 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.