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

Nov 18, 2002

4 1 rrd1966.htm FORM 4 DATED 11/18/2002 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 * Keyser, Richard L. (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 11/18/2002 5. If Amendment, Date of Original (Month/Day/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Description Chairman and Chief Executive Officer 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)
		Code	V	Amount	A/D	Price
Common Stock	11/18/2002	M		26,200	A	$30.75		D
Common Stock	11/18/2002	F		18,591	D	$53.35		D
Common Stock	11/18/2002	M		29,680	A	$31.0625		D
Common Stock	11/18/2002	F		21,181	D	$53.35		D
Common Stock	11/18/2002	S		16,108	D	$52.90	282,175	D

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	3. Transaction Date (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(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
Option	$30.75	11/18/2002	M			26,200	4/27/1997	4/26/2004	Common Stock	26,200	0	D
Option	$31.0625	11/18/2002	M			29,680	4/26/1998	4/25/2005	Common Stock	29,680	0	D
Option	$33.75						4/24/1999	4/23/2006	Common Stock	46,080	46,080	D
Option	$37.25						4/30/2000	4/29/2007	Common Stock	43,060	43,060	D
Option	$51.6875						4/29/2001	4/28/2008	Common Stock	46,000	46,000	D
Option	$48.625						4/28/2002	4/27/2009	Common Stock	65,160	65,160	D
Option	$42.8125						3/1/2003	2/28/2010	Common Stock	20,100	20,100	D
Option	$43.50						4/26/2003	4/25/2010	Common Stock	80,930	80,930	D
Option	$43.50						(01)	4/25/2010	Common Stock	12,140	12,140	D
Option	$37.50						4/25/2004	4/24/2011	Common Stock	175,000	175,000	D
Option	$37.50						4/25/2007	4/24/2011	Common Stock	8,100	8,100	D
Option	$54.61						4/24/2005	4/23/2012	Common Stock	175,000	175,000	D

Explanation of Responses:

(01) - Exercisable in four equal installments beginning 4/26/2001.

By: /s/ K. S. Kirsner, as Attorney-in-fact 11/18/2002 ** Signature of Reporting Person Date SEC 1474 (8-02)
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.