GRACO INC — Major Shareholding Notification 2009

Feb 13, 2009

SC 13G 1 a09-4788_5sc13g.htm SC 13G

| UNITED
STATES | OMB APPROVAL |
| --- | --- |
| SECURITIES
AND EXCHANGE COMMISSION Washington,
D.C. 20549 | OMB Number: 3235-0145 |
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| SCHEDULE
13G | Estimated average burden hours per response. . 10.4 |

*Under the Securities Exchange Act of 1934 (Amendment No. )**

*Graco Inc.*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*384109104*

(CUSIP Number)

*December 31, 2008*

(Date of Event Which Requires Filing of this Statement)

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

x	Rule 13d-1(b)
o	Rule 13d-1(c)
o	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 in 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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CUSIP No. 384109104 — 1.	Names of Reporting Persons Mairs and Power, Inc. 41 - 0844499
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization St. Paul, Minnesota
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 2,395,925
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 3,093,825
	8.	Shared Dispositive Power 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 3,093,825
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 5.2%
12.	Type of Reporting Person
(See Instructions) IA

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Item 1.	(a)	Name of Issuer Graco Inc.
	(b)	Address of Issuer’s
Principal Executive Offices 88 11 th Avenue N.E. Minneapolis, MN 55413
Item 2.
	(a)	Name of Person Filing Mairs and Power, Inc.
	(b)	Address of Principal
Business Office or, if none, Residence 332 Minnesota Street, W-1520 First National Bank Building, St. Paul, MN 55101
	(c)	Citizenship Minnesota Corporation
	(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)	o	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	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)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	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)	o	A non-U.S. institution in
accordance with § 240.13d–1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with
§ 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with § 240.13d–1(b)(1)(ii)(J),
please specify the type of institution:____

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Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
	(a)	Amount beneficially
owned: 3,093,825
	(b)	Percent of class: 5.2%
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote 2,395,925
		(ii)	Shared power to vote or to
direct the vote 0
		(iii)	Sole power to dispose or
to direct the disposition of 3,093,825
		(iv)	Shared power to dispose or
to direct the disposition of 0
Note 1 Mairs and Power, Inc. (“Mairs and
Power”), an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, furnishes investment advice to two investment companies
registered under the Investment Company Act of 1940 and serves as investment
manager to certain other commingled group trusts and separate accounts. These
investment companies, trusts and accounts are the “Funds”. In its role as
investment advisor or manager, Mairs and Power possesses investment and/or
voting power over the securities of the Issuer described in this schedule
that are owned by the Funds, and may be deemed to be the beneficial owner of
the shares of the Issuer held by the Funds. All of the securities reported in
this schedule are owned by the Funds. Mairs and Power disclaims beneficial
ownership of such securities. In addition, the filing of this Schedule 13G
shall not be construed as an admission that the reporting person or any of
its affiliates is the beneficial owner of any securities covered by this
Schedule 13G for any other purposes than Section 13(d) of the Securities
Exchange Act of 1934.
Instruction .
For computations regarding securities which represent a right to
acquire an underlying security see §240.13d-3(d)(1).
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 o .
Instruction: Dissolution of a group requires a response to this
item.
Item 6.	Ownership of More than Five Percent
on Behalf of Another Person
	N/A
Item 7.	Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
	N/A
Item 8.	Identification and Classification
of Members of the Group
	N/A
Item 9.	Notice of Dissolution of Group
	N/A

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| Item 10. |
| --- |
| By signing below I
certify that, to the best of my knowledge and belief, the securities referred
to above were acquired and are held in the ordinary course of business and
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.

February 13, 2009
Date
/s/ Jon A. Theobald
Signature
Jon A. Theobald/President
Name/Title

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