GRACO INC — Director's Dealing 2020

Jan 31, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: O'Shea Peter J (President, LED)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-30	Common Stock	M	45000	$19.58	Acquired	70232.4997	Direct
2020-01-30	Common Stock	S	45000	$54.5279	Disposed	25232.4997	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-30	Non-qualified Stock Option (Right to Buy)	$19.58	M	45000	Disposed	2023-02-15	Common Stock (45000)	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. The shares were sold at prices ranging from $54.50 to $54.90, 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: Included in the amount reported are shares of Graco Common Stock acquired under the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11 and shares acquired under the Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.

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.