GRACO INC — Major Shareholding Notification 2004

Feb 10, 2004

SC 13G/A 1 doc1.htm Schedule 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01 )*

Graco Incorporated (Name of Issuer)
Common Stock (Title of Class of Securities)
384109104 (CUSIP Number)
December 31, 2003 (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[	] Rule 13d-1(b)
[	] Rule 13d-1(c)
[	] Rule 13d-1(d)

| * The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page. |
| --- |
| The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes). |

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SCHEDULE 13G
CUSIP No. 384109104
1.	Names of Reporting Persons. Kayne Anderson Rudnick Investment Management, LLC I.R.S. Identification Nos. of above persons (entities only). 95-4575414
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [

] (b) [

] | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Is A California Limited Liability Company | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 2,328,443 |
| | 6. | Shared Voting Power |
| | 7. | Sole Dispositive Power 2,328,443 |
| | 8. | Shared Dispositive Power |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,328,443 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [

] | |
| 11. | Percent of Class Represented by Amount in Row (9) 5.06% | |
| 12. | Type of Reporting Person IA | |
| 2 | | |

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Item 1. — (a)	Name of Issuer Graco Incorporated
(b)	Address of Issuer's Principal Executive Offices 88 11th Avenue NE Minneapolis, MN 55413
Item 2.
(a)	Name of Person Filing Kayne Anderson Rudnick Investment Management, LLC
(b)	Address of Principal Business Office or, if none, Residence 1800 Avenue of the Stars, Second Floor Los Angeles, CA 90067
(c)	Citizenship is a California limited liability company
(d)	Title of Class of Securities Common Stock
(e)	CUSIP Number 384109104
Item 3.	If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
(a)	[

] | Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o). |
| (b) | [

] | Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c). |
| (c) | [

] | Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c). |
| (d) | [

] | Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | [

X

] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | [

] | An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | [

] | A parent holding company or control person in accordance
with § 240.13d-1(b)(1)(ii)(G); |
| (h) | [

] | A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | [

] | A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| (j) | [

] | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership. | |
| (a) | Amount beneficially owned: 2,328,443 | |
| (b) | Percent of class: 5.06% | |
| (c) | Number of shares as to which the person has: | |
| | (i) | Sole power to vote or to direct the vote 2,328,443 |
| | (ii) | Shared power to vote or to direct the vote |
| | (iii) | Sole power to dispose or to direct the disposition of 2,328,443 |
| | (iv) | Shared power to dispose or to direct the disposition of |

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following [

]. | |
| Instruction: Dissolution of a group requires a response to this item. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company |
| Not applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable | |
| Item 9. | Notice of Dissolution of Group |
| Item 10. | Certification |
| By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect. | |
| SIGNATURE | |

| After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct. | |
| --- | --- |
| Date:
February 5, 2004 | |
| By: | /s/ Ralph Walter Ralph Walter |
| Title: | Managing Committee Member, COO |

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