GRACO INC — Director's Dealing 2020

Feb 1, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2020-01-30

Reporting Person: Ahlers David M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-30	Common Stock	M	54000	$14.2433	Acquired	115717.0489	Direct
2020-01-30	Common Stock	S	48629	$54.2247	Disposed	67088.0489	Direct
2020-01-30	Common Stock	S	5371	$54.7321	Disposed	61717.0489	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-30	Non-qualified Stock Option (Right to Buy)	$14.2433	M	54000	Disposed	2021-02-18	Common Stock (54000)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $53.63 to $54.63, 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 set forth within the footnote.

F2: The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $54.635 to $54.92, 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 set forth within the footnote.

F3: Included in the amount of reported shares are shares of Graco common stock acquired under the Graco Inc. Dividend Reinvestment Plan, exempt under Rule 16a-11, and shares acquired under the Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

F4: 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.