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

Jan 9, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2011-12-31

Reporting Person: JADIN RONALD L (Sr. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-21	Common Stock	G	1025	—	Acquired	17901	Direct
2011-12-21	Common Stock	G	1025	—	Disposed	0	Indirect
2011-12-30	Common Stock	G	4401	—	Disposed	13500	Direct
2011-12-30	Common Stock	G	4401	—	Acquired	4401	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$54.14	2014-04-27	Common Stock (3900)	3900	Indirect
Option	$52.29	2015-04-26	Common Stock (5000)	5000	Indirect
Option	$76.61	2016-04-25	Common Stock (3500)	3500	Direct
Option	$83.08	2017-04-24	Common Stock (3200)	3200	Direct
Option	$85.82	2018-04-29	Common Stock (13500)	13500	Direct
Option	$81.49	2019-04-28	Common Stock (30000)	30000	Direct
Option	$108.15	2020-04-27	Common Stock (29000)	29000	Direct
Option	$149.02	2021-04-26	Common Stock (25336)	25336	Direct

Footnotes

F1: On December 21, 2011, Mr. Jadin acquired 1,025 shares through a gift from his wife.

F2: On December 30, 2011, Mr. Jadin disposed of 4,401 shares through a gift to his wife.

F3: Shares held by Mr. Jadin's wife. Mr. Jadin disclaims beneficial ownership of such shares.