W.W. GRAINGER, INC. — Director's Dealing 2013

Feb 13, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2012-12-31

Reporting Person: SLAVIK JAMES D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-11	Common Stock	G	0	—	Disposed	1635760	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	828194	Direct
Common Stock	68847	Indirect
Common Stock	1039490	Indirect
Common Stock	87306	Indirect
Common Stock	255686	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Units	$		Common Stock (15382)	15382	Direct

Footnotes

F1: On September 11, 2012, Mr. Slavik disposed of by gift shares constituting approximately 3.33% of a corporation that owns shares of W.W. Grainger, Inc. common stock.

F2: Shares held by trusts of which Mr. Slavik is a beneficiary and trustee or co-trustee.

F3: Shares held by or FBO Mr. Slavik's children. Mr. Slavik disclaims beneficial ownership of such shares.

F4: Shares held by corporation of which Mr. Slavik is a shareholder, director & officer. Mr. Slavik disclaims beneficial ownership of such shares.

F5: Shares held by trusts of which Mr. Slavik is a trustee or co-trustee. Mr. Slavik disclaims beneficial ownership of such shares.

F6: 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.

F7: 1-for-1

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.