GRACO INC — Director's Dealing 2019

Apr 30, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2019-04-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-29	Common Stock	M	40803	$24.7934	Acquired	238391.6617	Direct
2019-04-29	Common Stock	M	50290	$23.8467	Acquired	288681.6617	Direct
2019-04-29	Common Stock	M	91517	$30.3467	Acquired	380198.6617	Direct
2019-04-29	Common Stock	S	182610	$51.1743	Disposed	197588.6617	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-29	Non-qualified Stock Option (Right to Buy)	$24.7934	M	40803	Disposed	2025-02-13	Common Stock (40803)	Direct
2019-04-29	Non-qualified Stock Option (Right to Buy)	$23.8467	M	50290	Disposed	2026-02-12	Common Stock (50290)	Direct
2019-04-29	Non-qualified Stock Option (Right to Buy)	$30.3467	M	91517	Disposed	2027-02-17	Common Stock (91517)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2267.8863	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $51.00 to $51.59, inclusive. The reporting person undertakes to provide to 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 with the range set forth in the footnote.

F2: Since the date of Mr. McHale's last ownership report, he transferred 196,913 shares of Graco common stock and 3,547.4688 shares of Graco ESOP shares to his ex-wife pursuant to a domestic relations order. Mr. McHale no longer beneficially owns any securities owned by his ex-wife

F3: 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.

F4: 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.