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* Moreau Bernard J (Last) (First) (Middle) 88 11TH AVENUE NE (Street) MINNEAPOLIS MN 55413 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2013	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) Vice President	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	4,170.4	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)	02/13/2013	02/13/2019	Common Stock	4,600	$20.8	D
Non-Qualified Stock Option (right to buy)(1)	02/23/2014	02/23/2020	Common Stock	3,080	$26.59	D
Non-Qualified Stock Option (right to buy)(2)	02/19/2008	02/19/2014	Common Stock	6,000	$27.91	D
Non-Qualified Stock Option (right to buy)(1)	02/15/2012	02/15/2018	Common Stock	2,000	$35.9	D
Non-Qualified Stock Option (right to buy)(3)	02/17/2010	02/17/2016	Common Stock	4,000	$40.68	D
Non-Qualified Stock Option (right to buy)(1)	02/16/2011	02/16/2017	Common Stock	2,000	$41.36	D
Non-Qualified Stock Option (right to buy)(4)	02/18/2015	02/18/2021	Common Stock	1,820	$42.73	D
Non-Qualified Stock Option (right to buy)(4)	02/17/2016	02/17/2022	Common Stock	1,445	$49.84	D

Explanation of Responses:

1. Employee stock option granted pursuant to the Graco Inc. Amended and Restated Stock Incentive Plan (2006) in a transaction exempt under Rule 16b-3.

2. Employee stock option granted pursuant to the Graco Inc. Stock Incentive Plan in a transaction exempt under Rule 16b-3.

3. Employee stock option granted pursuant to the Employee Stock Incentive Plan in a transaction exempt under Rule 16b-3.

4. Employee stock option granted pursuant to the Graco Inc. 2010 Stock Incentive Plan in a transaction exempt under Rule 16b-3.

	By: Carrie Daniel Russell, Attorney-in-Fact For: Bernard J. Moreau	01/09/2013
	** 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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