Christopher D. Knutson Form 3 GRACO / Christopher D. Knutson ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Knutson Christopher D.

(Last) (First) (Middle)

88 11TH AVENUE NE

(Street)

MINNEAPOLIS MN 55413

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2023

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Corporate Controller

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,449.2713	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-qualified Stock Option (Right to Buy)	(1)	02/16/2028	Common Stock	1,759	43.9	D
Non-qualified Stock Option (Right to Buy)	(1)	02/15/2029	Common Stock	1,844	45.56	D
Non-qualified Stock Option (Right to Buy)	(2)	02/14/2030	Common Stock	1,805	56.35	D
Non-qualified Stock Option (Right to Buy)	(2)	02/12/2031	Common Stock	1,274	71.92	D
Non-qualified Stock Option (Right to Buy)	(2)	02/18/2032	Common Stock	1,180	71.73	D
Non-qualified Stock Option (Right to Buy)	(2)	02/17/2033	Common Stock	1,093	71.47	D
Non-qualified Stock Option (Right to Buy)	(3)	03/06/2033	Common Stock	97	71.08	D

Explanation of Responses:

1. 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.

2. Employee stock option granted pursuant to the Graco Inc. 2019 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.

3. Employee stock option granted pursuant to the Graco Inc. 2019 Stock Incentive Plan in transaction exempt under Rule 16b-3. The stock option becomes exercisable in its entirety three years after the date of the grant.

	/s/ Shannon E. Quirk, attorney-in-fact for Mr. Knutson	05/02/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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