Rothe Christian E Form 4 GRACO / Christian E Rothe ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rothe Christian E

(Last) (First) (Middle)

88 11TH AVENUE NE

(Street)

MINNEAPOLIS MN 55413

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GRACO INC [ GGG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Industrial Division

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/28/2024		M		5,988	A	$23.8467	31,571.0098	D
Common Stock	02/28/2024		S		5,988	D	$90.0152(1)	25,583.0098	D
Common Stock	02/29/2024		M		19,012	A	$23.8467	44,595.0098	D
Common Stock	02/29/2024		S		9,012	D	$90.0745(2)	35,583.0098	D
Common Stock	03/29/2024		S		10,000	D	$91.019(3)	25,583.0098	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$23.8467	02/28/2024		M			5,988	(4)	02/12/2026	Common Stock	5,988	$0	58,392	D
Non-qualified Stock Option (Right to Buy)	$23.8467	02/29/2024		M			19,012	(4)	02/12/2026	Common Stock	19,012	$0	39,380	D

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. The shares were sold at prices ranging from $90.00 to $90.06, inclusive. The reporting person undertakes to provide Graco Inc., and 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.

2. The price reported in column 4 is a weighted average price. The shares were sold at prices ranging from $90.00 to $90.41, inclusive. The reporting person undertakes to provide Graco Inc., and 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.

3. The price reported in column 4 is a weighted average price. The shares were sold at prices ranging from $91.00 to $91.07, inclusive. The reporting person undertakes to provide Graco Inc., and 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.

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.

	/s/ Joseph J. Humke, attorney-in-fact for Mr. Rothe	03/01/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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