W.W. GRAINGER, INC. — Director's Dealing 2002

Nov 21, 2002

4 1 rrd2140.htm FORM 4 DATED 11/21/2002 SEC Form 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 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 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . . . . 0.5

1. Name and Address of Reporting Person * Slavik, James D. (Last) (First) (Middle) 100 Grainger Parkway (Street) Lake Forest, IL 60045-5201 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol W.W. Grainger, Inc. GWW 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for Month/Day/Year 11/21/2002 5. If Amendment, Date of Original (Month/Day/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below) Description 7. 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.Transaction Date (Month/Day/Year)	3. Transaction 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. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
		Code	V	Amount	A/D	Price
Common Stock	11/21/2002	G	V	4,744	D	1,083,412	D
Common Stock						50,760	I	(01)
Common Stock						1,044,490	I	(02)
Common Stock						1,635,760	I	(03)
Common Stock						205,879	I	(04)
Common Stock						688	I	(05)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) — 1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	4. Transaction Code (Instr.8)		5. Number of Derivative Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)		6. Date Exercisable(DE) and Expiration Date(ED) (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. Owner- ship Form of Deriv- ative Securities: Direct (D) or Indirect (I) (Instr.4)
		Code	V	A	D DE ED Title Amount or Number of Shares	DE	ED	Title	Amount or Number of Shares
Stock Option	$37.25					4/30/2000	4/29/2007	Common Stock	2,200	2,200	D
Stock Option	$51.6875					4/29/2001	4/28/2008	Common Stock	1,460	1,460	D
Stock Option	$48.625					4/28/1999	4/27/2009	Common Stock	1,860	1,860	D
Stock Option	$43.50					4/26/2000	4/25/2010	Common Stock	2,070	2,070	D
Stock Option	$37.50					4/25/2001	4/24/2011	Common Stock	2,400	2,400	D
Stock Option	$54.61					4/24/2002	4/23/2012	Common Stock	1,650	1,650	D
Stock Units	1-for-1					(06)	(06)	Common Stock	5,823	5,823	D

Explanation of Responses:

(01) Shares held by trusts of which Mr. Slavik is a beneficiary and co-trustee. (02) Shares held by or FBO Mr. Slavik's children. Mr. Slavik disclaims beneficial ownership of such shares. (03) Shares held by corporation of which Mr. Slavik is a shareholder, director, and officer. Mr. Slavik disclaims beneficial ownership of such shares. (04) Shares held by trusts of which Mr. Slavik is a co-trustee. Mr. Slavik disclaims beneficial ownership of such shares. (05) Shares held by Mr. Slavik's wife. Mr. Slavik disclaims beneficial ownership of such shares. (06) The Stock Units are expected to settle in cash following termination of service as a director.

By: /s/ K. S. Kirsner, as attorney-in-fact 11/21/2002 ** Signature of Reporting Person Date SEC 1474 (9-02)
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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.