X0306 4 2014-02-19 0000042888 GRACO INC GGG 0001565723 Eberlein Mark D 88 11TH AVENUE NE MINNEAPOLIS MN 55413 1 Vice President Common Stock 2014-02-19 4 M 0 300 32.95 A 2022 D Common Stock 2014-02-19 4 M 0 2000 40.68 A 4022 D Common Stock 2014-02-19 4 S 0 2300 76.3864 D 1722 D Common Stock 205.2029 I By ESOP Non-qualified Stock Option (Right to Buy) 32.95 2014-02-19 4 M 0 300 0 D 2007-09-23 2014-09-23 Common Stock 300 0 D Non-qualified Stock Option (Right to Buy) 40.68 2014-02-19 4 M 0 2000 0 D 2016-02-17 Common Stock 2000 2000 D The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $76.14 to $76.54, 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. Employee stock option granted pursuant to the Graco Inc. 1999 Employee Stock Incentive Plan in a transaction exempt under Rule 16b-3. Employee stock option granted pursuant to the Graco Inc. 1999 Employee 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. /s/ Carrie Daniel Russell, Attorney-in-Fact for Mark D. Eberlein 2014-02-20