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GRACO INC Director's Dealing 2017

May 2, 2017

30443_dirs_2017-05-02_0d83af98-026f-492d-9bad-9cdf543c8db4.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: 2017-05-01

Reporting Person: VAN SANT R WILLIAM (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-01 Common Stock M 7100 $45.08 Acquired 12100 Direct
2017-05-01 Common Stock M 5600 $54.94 Acquired 17700 Direct
2017-05-01 Common Stock M 4500 $59.51 Acquired 22200 Direct
2017-05-01 Common Stock S 14300 $108.0338 Disposed 7900 Direct
2017-05-01 Common Stock S 2900 $108.8639 Disposed 5000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-01 Non-qualified Stock Option (Right to Buy) $45.08 M 7100 Disposed 2021-04-21 Common Stock (7100) Direct
2017-05-01 Non-qualified Stock Option (Right to Buy) $54.94 M 5600 Disposed 2022-04-20 Common Stock (5600) Direct
2017-05-01 Non-qualified Stock Option (Right to Buy) $59.51 M 4500 Disposed 2023-04-26 Common Stock (4500) Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $107.5 to $108.48, 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 at prices ranging from $108.5 to $109.41, 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: Nonemployee director stock option granted pursuant to the Graco Inc. 2010 Stock Incentive Plan in a transaction that is exempt under Rule 16b-3. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.