SEC Form 4 · accession 0001127602-18-015500

GRACO INC · GGG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Patrick J McHale

Officer — President and CEO · Director

Period of report

Apr 27, 2018

Accepted (ET)

Apr 30, 2018 · 1:57 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000042888

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Apr 27, 2018	M	390,000	$16.6134	A	1,293,697	D
Common Stock	Apr 27, 2018	M	163,203	$24.7934	A	1,456,900	D
Common Stock	Apr 27, 2018	M	150,870	$23.8467	A	1,607,770	D
Common Stock	Apr 27, 2018	M	405,000	$19.58	A	2,012,770	D
Common Stock	Apr 27, 2018	M	184,575	$24.9334	A	2,197,345	D
Common Stock	Apr 27, 2018	F	930,974	$45.98	D	1,266,371	D
Common Stock	Apr 30, 2018	D	650,770	$43.33	D	615,601	D
Common Stock	holding	—	—		—	5,756	I	By ESOP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-qualified Stock Option (Right to Buy)^F1	$16.6134	Apr 27, 2018	M	390,000	D	—	Feb 17, 2022	Common Stock	390,000	0	D
Non-qualified Stock Option (Right to Buy)^F1	$24.7934	Apr 27, 2018	M	163,203	D	—	Feb 13, 2025	Common Stock	163,203	272,010	D
Non-qualified Stock Option (Right to Buy)^F2	$23.8467	Apr 27, 2018	M	150,870	D	—	Feb 12, 2026	Common Stock	150,870	452,610	D
Non-qualified Stock Option (Right to Buy)^F1	$19.58	Apr 27, 2018	M	405,000	D	—	Feb 15, 2023	Common Stock	405,000	0	D
Non-qualified Stock Option (Right to Buy)^F1	$24.9334	Apr 27, 2018	M	184,575	D	—	Feb 14, 2024	Common Stock	184,575	184,575	D

Explanation of responses

F1Employee 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.
F2Employee 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 sale of common stock were completed to fund costs associated with marital dissolution proceedings. As reflected in column 5 of Table I, Mr. McHale's holdings remain substantially above his five times current base salary holding requirement.