GRACO INC — Director's Dealing 2019

Feb 27, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2019-02-26

Reporting Person: SHEAHAN MARK W (CFO and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-26	Common Stock	M	54000	$14.2434	Acquired	113409.7552	Direct
2019-02-26	Common Stock	S	54000	$47.1701	Disposed	59409.7552	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-26	Non-qualified Stock Option (Right to Buy)	$14.2434	M	54000	Disposed	2021-02-18	Common Stock (54000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1352.7815	Indirect
Common Stock	2892	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $47.045 to $47.37, 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. 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.