GRACO INC — Director's Dealing 2018

Apr 30, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2018-04-27

Reporting Person: MCHALE PATRICK J (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-27	Common Stock	M	390000	$16.6134	Acquired	1293696.7552	Direct
2018-04-27	Common Stock	M	163203	$24.7934	Acquired	1456899.7552	Direct
2018-04-27	Common Stock	M	150870	$23.8467	Acquired	1607769.7552	Direct
2018-04-27	Common Stock	M	405000	$19.58	Acquired	2012769.7552	Direct
2018-04-27	Common Stock	M	184575	$24.9334	Acquired	2197344.7552	Direct
2018-04-27	Common Stock	F	930974	$45.98	Disposed	1266370.7552	Direct
2018-04-30	Common Stock	D	650770	$43.33	Disposed	615600.7552	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-27	Non-qualified Stock Option (Right to Buy)	$16.6134	M	390000	Disposed	2022-02-17	Common Stock (390000)	Direct
2018-04-27	Non-qualified Stock Option (Right to Buy)	$24.7934	M	163203	Disposed	2025-02-13	Common Stock (163203)	Direct
2018-04-27	Non-qualified Stock Option (Right to Buy)	$23.8467	M	150870	Disposed	2026-02-12	Common Stock (150870)	Direct
2018-04-27	Non-qualified Stock Option (Right to Buy)	$19.58	M	405000	Disposed	2023-02-15	Common Stock (405000)	Direct
2018-04-27	Non-qualified Stock Option (Right to Buy)	$24.9334	M	184575	Disposed	2024-02-14	Common Stock (184575)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5755.7257	Indirect

Footnotes

F1: 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.

F2: Employee stock option granted pursuant to the Graco Inc. 2015 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.