Sec Form 4 Filing - MCHALE PATRICK J @ GRACO INC - 2019-04-29

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MCHALE PATRICK J
2. Issuer Name and Ticker or Trading Symbol
GRACO INC [ GGG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
88 11TH AVENUE NE
3. Date of Earliest Transaction (MM/DD/YY)
04/29/2019
(Street)
MINNEAPOLIS, MN55413
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/29/2019 M 40,803 A $ 24.7934 238,391.6617 D
Common Stock 04/29/2019 M 50,290 A $ 23.8467 288,681.6617 D
Common Stock 04/29/2019 M 91,517 A $ 30.3467 380,198.6617 D
Common Stock 04/29/2019 S 182,610 D $ 51.1743 ( 1 ) 197,588.6617 ( 2 ) D
Common Stock 2,267.8863 ( 2 ) I By ESOP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified Stock Option (Right to Buy) $ 24.7934 04/29/2019 M 40,803 ( 3 ) 02/13/2025 Common Stock 40,803 $ 0 231,207 D
Non-qualified Stock Option (Right to Buy) $ 23.8467 04/29/2019 M 50,290 ( 4 ) 02/12/2026 Common Stock 50,290 $ 0 402,320 D
Non-qualified Stock Option (Right to Buy) $ 30.3467 04/29/2019 M 91,517 ( 4 ) 02/17/2027 Common Stock 91,517 $ 0 396,577 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCHALE PATRICK J
88 11TH AVENUE NE
MINNEAPOLIS, MN55413
X President and CEO
Signatures
/s/ Francis J. Brixius Jr., attorney-in-fact for Mr. McHale 04/30/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $51.00 to $51.59, inclusive. The reporting person undertakes to provide to 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 with the range set forth in the footnote.
( 2 )Since the date of Mr. McHale's last ownership report, he transferred 196,913 shares of Graco common stock and 3,547.4688 shares of Graco ESOP shares to his ex-wife pursuant to a domestic relations order. Mr. McHale no longer beneficially owns any securities owned by his ex-wife
( 3 )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.
( 4 )Employee stock option granted pursuant to the Graco Inc. 2015 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.

Remarks:
The reported stock option exercises and sales of common stock were completed in connection with Mr. McHale's marital dissolution, which was concluded on May 31, 2018. As reflected in column 5 of Table I, Mr. McHale's holdings remain substantially above his five times current base salary holding requirement.

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