W.W. GRAINGER, INC. — Director's Dealing 2012

Nov 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2012-11-01

Reporting Person: SLAVIK JAMES D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-01	Common Stock	J	249998	—	Disposed	828194	Direct
2012-11-01	Common Stock	J	5000	—	Disposed	1039490	Indirect
2012-11-01	Common Stock	J	688	—	Disposed	0	Indirect
2012-11-01	Common Stock	J	255686	—	Acquired	255686	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	68847	Indirect
Common Stock	1635760	Indirect
Common Stock	87306	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Units	$		Common Stock (15319)	15319	Direct

Footnotes

F1: Shares held by trusts of which Mr. Slavik is a beneficiary and trustee or co-trustee.

F2: Shares held by or FBO Mr. Slavik's children. Mr. Slavik disclaims beneficial ownership of such shares.

F3: Shares held by corporation of which Mr. Slavik is a shareholder, director & officer. Mr. Slavik disclaims beneficial ownership of such shares.

F4: Shares held by trusts of which Mr. Slavik is a trustee or co-trustee. Mr. Slavik disclaims beneficial ownership of such shares.

F5: Shares held by Mr. Slavik's wife. Mr. Slavik disclaims beneficial ownership of such shares.

F6: Represents shares contributed to Emerald Bay Ventures II, LLC on November 1, 2012. See Footnotes 7 and 8.

F7: Represents shares contributed to Emerald Bay Ventures II, LLC ("Emerald") on November 1, 2012 in exchange for units in Emerald. Units were issued by Emerald to the former owners of such shares in proportion to the number of shares contributed by each.

F8: Shares owned by Emerald Bay Ventures II, LLC, of which Mr. Slavik is the sole manager. Mr. Slavik disclaims beneficial ownership of such shares except to the extent of his pecuniary interest.

F9: 1-for-1

F10: The stock units are expected to settle in shares of common stock on a one-for-one basis following termination of service as a director.