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: HALL WILLIAM K (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-25	Stock Units	$	A	1137	Acquired		Common Stock (1137)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3000	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.

F3: 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 14,044 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.)