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: MITAU LEE R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-30	Common Stock	M	25800	$11.72	Acquired	193262	Direct
2020-01-30	Common Stock	S	24085	$54.2029	Disposed	169177	Direct
2020-01-30	Common Stock	S	1715	$54.715	Disposed	167462	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-30	Non-qualified Stock Option (Right to Buy)	$11.72	M	25800	Disposed	2020-04-23	Common Stock (25800)	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 $54.62, 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 $54.64 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 set forth within the footnote.

F3: Nonemployee director stock option granted pursuant to the Graco Inc. 2010 Stock Incentive Plan in a 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.