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Form 3 GRACO INC For: Jul 21 Filed by: Gargano Anthony J

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July 30, 2021 5:48 PM EDT
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 *
Gargano Anthony J
(Last) (First) (Middle)
88 11TH AVENUE NE
(Street)
MINNEAPOLIS MN 55413
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2021 		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)
President, Asia Pacific
 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 4,862.23
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) 02/13/2025 Common Stock 1,395 24.7934 D  
Non-qualified Stock Option (Right to Buy)   (2) 02/12/2026 Common Stock 3,588 23.8467 D  
Non-qualified Stock Option (Right to Buy)   (2) 02/17/2027 Common Stock 2,820 30.3467 D  
Non-qualified Stock Option (Right to Buy)   (2) 02/16/2028 Common Stock 1,759 43.9 D  
Non-qualified Stock Option (Right to Buy)   (2) 02/15/2029 Common Stock 1,844 45.56 D  
Non-qualified Stock Option (Right to Buy)   (3) 02/14/2030 Common Stock 1,805 56.35 D  
Non-qualified Stock Option (Right to Buy)   (3) 02/12/2031 Common Stock 1,274 71.92 D  
Restricted Stock Units   (4)   (4) Common Stock 10,000 (5) D  
Explanation of Responses:
1. 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.
2. 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.
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 four equal annual installments, commencing one year after the date of the grant.
4. Represents a grant of restricted stock units ("RSUs") under the Graco Inc. 2019 Stock Incentive Plan in a transaction exempt under Rule 16b-3. 100% of the total number of RSUs will vest on January 1, 2026, subject to Mr. Gargano's continued employment through that date.
5. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Graco common stock.
/s/ Francis J. Brixius Jr. on behalf of Mr. Gargano 07/28/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and 
appoints each of Joseph J. Humke, Janel W. French, David M. Lowe and 
Francis J. Brixius Jr. signing singly, the undersigned?s true and lawful 
attorney-in-fact to:

(1) Execute for and on behalf of the undersigned, in the undersigned?s 
capacity as a director of Graco Inc. (the ?Company?), any Form 144 in 
accordance with Rule 144 of the Securities Act of 1933 and Forms 3, 4 and 5 
in accordance with Section 16(a) of the Securities Exchange Act of 1934, and 
the rules thereunder;

(2) Do and perform any and all acts for and on behalf of the undersigned 
which may be necessary or desirable to complete and execute any such Form 3, 
4, 5 or 144 and timely file such form with the United States Securities and 
Exchange Commission and any stock exchange or similar authority; and

(3) Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit 
to, in the best interest of, or legally required by, the undersigned, it 
being understood that the documents executed by such attorney-in-fact on 
behalf of the undersigned pursuant to this Power of Attorney shall be in such 
form and shall contain such terms and conditions as such attorney-in-fact may 
approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and 
powers herein granted, as fully to all intents and purposes as the 
undersigned might or could do if personally present, with full power of 
substitution or revocation, hereby ratifying and confirming all that such 
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall 
lawfully do or cause to be done by virtue of this Power of Attorney and the 
rights and powers herein granted.  The undersigned acknowledges that the 
foregoing attorneys-in-fact-in serving in such capacity at the request of the 
undersigned, are not assuming, nor is the Company assuming, any of the 
undersigned's responsibilities to comply with Section 16 of the Securities 
Exchange Act of 1934 or Rule 144 of the Securities Act of 1933.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 22nd day of July, 2021.


/s/ Anthony J. Gargano
Anthony J. Gargano

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