GRACO INC — Director's Dealing 2018

Aug 28, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2018-08-27

Reporting Person: EUGSTER JACK W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-27	Common Stock	M	25800	$11.72	Acquired	103251	Direct
2018-08-27	Common Stock	M	4400	$6.73	Acquired	107651	Direct
2018-08-27	Common Stock	S	10897	$46.6686	Disposed	96754	Direct
2018-08-28	Common Stock	M	21400	$6.73	Acquired	118154	Direct
2018-08-28	Common Stock	S	21400	$46.6545	Disposed	96754	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-27	Non-qualified Stock Option (Right to Buy)	$11.72	M	25800	Disposed	2020-04-23	Common Stock (25800)	Direct
2018-08-27	Non-qualified Stock Option (Right to Buy)	$6.73	M	4400	Disposed	2019-04-24	Common Stock (4400)	Direct
2018-08-28	Non-qualified Stock Option (Right to Buy)	$6.73	M	21400	Disposed	2019-04-24	Common Stock (21400)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $46.60 to $46.74, 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 $46.60 to $46.79, 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 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: Nonemployee director stock option granted pursuant to the Amended and Restated Graco Inc. Stock Incentive Plan (2006) in a 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.