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

Aug 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2012-08-21

Reporting Person: MCCARTER JOHN W JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-21	Common Stock	M	1980	$45.50	Acquired	17323	Direct
2012-08-21	Common Stock	S	100	$203.43	Disposed	17223	Direct
2012-08-21	Common Stock	S	118	$203.46	Disposed	17105	Direct
2012-08-21	Common Stock	S	100	$203.50	Disposed	17005	Direct
2012-08-21	Common Stock	S	100	$203.55	Disposed	16905	Direct
2012-08-21	Common Stock	S	62	$203.60	Disposed	16843	Direct
2012-08-21	Common Stock	S	100	$203.62	Disposed	16743	Direct
2012-08-21	Common Stock	S	100	$203.67	Disposed	16643	Direct
2012-08-21	Common Stock	S	100	$203.69	Disposed	16543	Direct
2012-08-21	Common Stock	S	100	$203.695	Disposed	16443	Direct
2012-08-21	Common Stock	S	100	$203.74	Disposed	16343	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-21	Stock Option	$45.50	M	1980	Disposed	2013-04-29	Common Stock (1980)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Units	$		Common Stock (13203)	13203	Direct
Stock Option	$54.14	2014-04-27	Common Stock (1670)	1670	Direct

Footnotes

F1: 1-for-1

F2: 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.