GRACO INC — Director's Dealing 2019

May 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2019-05-03

Reporting Person: White Timothy R (President, EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-03	Common Stock	M	6000	$8.8634	Acquired	50659.6618	Direct
2019-05-03	Common Stock	S	6000	$52.1795	Disposed	44659.6618	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-03	Non-qualified Stock Option (Right to Buy)	$8.8634	M	6000	Disposed	2020-02-23	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2344.3788	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $52.005 to $52.43, 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: Employee stock option granted pursuant to the Graco Inc. 2006 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.