Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* MCHALE PATRICK J	2. Issuer Name and Ticker or Trading Symbol GRACO INC [ GGG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO
(Last) (First) (Middle) 88 11TH AVENUE NE	3. Date of Earliest Transaction (MM/DD/YYYY) 10/27/2020
(Street) MINNEAPOLIS, MN 55413 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/27/2020		M		85517	A	$24.7934	283635.4351	D
Common Stock	10/27/2020		S		82734	D	$62.8307 ⁽¹⁾	200901.4351	D
Common Stock	10/27/2020		S		2783	D	$63.4122 ⁽²⁾	198118.4351	D
Common Stock	10/27/2020		M		134360	A	$23.8467	332478.4351	D
Common Stock	10/27/2020		S		128444	D	$62.8259 ⁽³⁾	204034.4351	D
Common Stock	10/27/2020		S		5916	D	$63.3642 ⁽⁴⁾	198118.4351	D
Common Stock	10/28/2020		M		1958	A	$24.7934	200076.4351	D
Common Stock	10/28/2020		S		1958	D	$62.0939 ⁽⁵⁾	198118.4351	D
Common Stock	10/28/2020		M		3072	A	$23.8467	201190.4351	D
Common Stock	10/28/2020		S		3072	D	$62.0939 ⁽⁶⁾	198118.4351 ⁽⁷⁾	D
Common Stock								2314.114 ⁽⁸⁾	I	By ESOP

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified Stock Option (Right to Buy)	$24.7934	10/27/2020		M			85517	⁽⁹⁾	2/13/2025	Common Stock	85517	$0	145690	D
Non-qualified Stock Option (Right to Buy)	$23.8467	10/27/2020		M			134360	⁽¹⁰⁾	2/12/2026	Common Stock	134360	$0	230242	D
Non-qualified Stock Option (Right to Buy)	$24.7934	10/28/2020		M			1958	⁽⁹⁾	2/13/2025	Common Stock	1958	$0	143732	D
Non-qualified Stock Option (Right to Buy)	$23.8467	10/28/2020		M			3072	⁽¹⁰⁾	2/12/2026	Common Stock	3072	$0	227170	D

Explanation of Responses:
(1)	The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $62.2371 to $63.2365, inclusive. The reporting person undertakes to provide Graco Inc., any security holder of Graco Inc., or the staff of the Securities and Exchange Commission, upon request, with full information regarding the number of shares sold at each separate price within the range set forth in the footnote.
(2)	The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $63.24 to $63.92, inclusive. The reporting person undertakes to provide to Graco Inc., any security holder of Graco Inc. or the staff of the Securities and Exchange Commission, upon request, with full information regarding the number of shares sold at each separate price with the range set forth in the footnote.
(3)	The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $62.2134 to $63.2106, inclusive. The reporting person undertakes to provide Graco Inc., any security holder of Graco Inc., or the staff of the Securities and Exchange Commission, upon request, with full information regarding the number of shares sold at each separate price within the range set forth in the footnote.
(4)	The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $63.22 to $63.92, inclusive. The reporting person undertakes to provide Graco Inc., any security holder of Graco Inc., or the staff of the Securities and Exchange Commission, upon request, with full information regarding the number of shares sold at each separate price within the range set forth in the footnote.
(5)	The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $62.0002 to $62.3786, inclusive. The reporting person undertakes to provide Graco Inc., any security holder of Graco Inc., or the staff of the Securities and Exchange Commission, upon request, with full information regarding the number of shares sold at each separate price within the range set forth in the footnote.
(6)	The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $61.9996 to $62.3809, inclusive. The reporting person undertakes to provide Graco Inc., any security holder of Graco Inc., or the staff of the Securities and Exchange Commission, upon request, with full information regarding the number of shares sold at each separate price within the range set forth in the footnote.
(7)	Included in the amount reported are shares acquired under Graco Employee Stock Purchase Plan, exempt under Rule 16b-3.
(8)	Included in this number are dividends paid pursuant to the Graco Employee Stock Ownership Plan, exempt under Rule 16b-3(c).
(9)	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.
(10)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MCHALE PATRICK J 88 11TH AVENUE NE MINNEAPOLIS, MN 55413	X		President and CEO