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

Apr 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2012-04-25

Reporting Person: SLAVIK JAMES D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-25	Stock Units	$	A	720	Acquired		Common Stock (720)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1078192	Direct
Common Stock	68847	Indirect
Common Stock	1044490	Indirect
Common Stock	1635760	Indirect
Common Stock	87306	Indirect
Common Stock	688	Indirect

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: 1-for-1

F7: 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.

F8: 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. (The total includes 14,477 units previously reported as being settled for cash but the terms of which were amended on April 25, 2012 to provide for settlement in shares.)