Edgar Filing: Eberlein Mark D

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Eberlein Mark D

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2013

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

(Last)

(First)

(Middle)

88 11TH AVENUE NE

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 Original Filed(Month/Day/Year)

(Street)

MINNEAPOLIS,Â MNÂ 55413

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	1,239	D	Â
Common Stock	201.3449	I	by ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	Â ⁽¹⁾	02/13/2019	Common Stock	4,600	$ 20.8	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽¹⁾	02/23/2020	Common Stock	2,500	$ 26.59	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽²⁾	02/19/2014	Common Stock	3,000	$ 27.91	D	Â
Non-Qualified Stock Option (right to buy) ⁽³⁾	09/23/2007	09/23/2014	Common Stock	300	$ 32.95	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽¹⁾	02/15/2018	Common Stock	2,500	$ 35.9	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁴⁾	02/17/2016	Common Stock	4,000	$ 40.68	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽¹⁾	02/16/2017	Common Stock	2,000	$ 41.36	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁵⁾	02/18/2021	Common Stock	1,690	$ 42.73	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁵⁾	02/17/2022	Common Stock	1,280	$ 49.84	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Eberlein Mark D 88 11TH AVENUE NE MINNEAPOLIS,Â MNÂ 55413	Â	Â	Â Vice President	Â

Signatures

By: Carrie Daniel Russell, Attorney-in-Fact For: Mark D. Eberlein		01/09/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Employee stock option granted pursuant to the Amended and Restated Stock Incentive Plan (2006) in transaction exempt under Section 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. 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 Employee Stock Incentive Plan in a transaction exempt under Rule 16b-3.
(4)	Employee stock option granted pursuant to the Graco Inc. 1999 Employee Stock Incentive Plan in a 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.
(5)	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.

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