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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-qualified Stock Option (Right to Buy) | $ 24.7934 | 04/29/2019 | M | 40,803 | (3) | 02/13/2025 | Common Stock | 40,803 | $ 0 | 231,207 | D | ||||
Non-qualified Stock Option (Right to Buy) | $ 23.8467 | 04/29/2019 | M | 50,290 | (4) | 02/12/2026 | Common Stock | 50,290 | $ 0 | 402,320 | D | ||||
Non-qualified Stock Option (Right to Buy) | $ 30.3467 | 04/29/2019 | M | 91,517 | (4) | 02/17/2027 | Common Stock | 91,517 | $ 0 | 396,577 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MCHALE PATRICK J 88 11TH AVENUE NE MINNEAPOLIS, MN 55413 |
X | President and CEO |
/s/ Francis J. Brixius Jr., attorney-in-fact for Mr. McHale | 04/30/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The price reported in Column 4 is a weighted average price. The shares were sold at prices ranging from $51.00 to $51.59, 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. |
(2) | Since the date of Mr. McHale's last ownership report, he transferred 196,913 shares of Graco common stock and 3,547.4688 shares of Graco ESOP shares to his ex-wife pursuant to a domestic relations order. Mr. McHale no longer beneficially owns any securities owned by his ex-wife |
(3) | 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. |
(4) | 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. |
Remarks: The reported stock option exercises and sales of common stock were completed in connection with Mr. McHale's marital dissolution, which was concluded on May 31, 2018. As reflected in column 5 of Table I, Mr. McHale's holdings remain substantially above his five times current base salary holding requirement. |