GRACO INC — Director's Dealing 2018

Jan 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2018-01-01

Reporting Person: CARROLL WILLIAM J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-01	Phantom Stock Units	$	A	138.21	Acquired		Common Stock (138.21)	Direct

Footnotes

F1: The Phantom Stock Units were accrued under the Graco Inc. 2015 Stock Incentive Plan and are to be settled 100% in Graco common stock in a lump sum or installments upon reporting person's termination of service on the Board.

F2: Shares of Graco Inc. phantom stock received in lieu of retainer fees.

F3: Graco Inc. did a 3 for 1 stock split on 12/27/2017 and the number of phantom shares was adjusted accordingly.

F4: The number of Stock Units reported includes Stock Units acquired in unreported dividend reinvestment transactions.