W.W. GRAINGER, INC. — Director's Dealing 2015

May 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2015-05-21

Reporting Person: RYAN JAMES T (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-21	Common Stock	M	30000	$83.08	Acquired	193763	Direct
2015-05-21	Common Stock	S	100	$245.15	Disposed	193663	Direct
2015-05-21	Common Stock	S	100	$245.21	Disposed	193563	Direct
2015-05-21	Common Stock	S	94	$245.22	Disposed	193469	Direct
2015-05-21	Common Stock	S	100	$245.24	Disposed	193369	Direct
2015-05-21	Common Stock	S	6	$245.33	Disposed	193363	Direct
2015-05-21	Common Stock	S	1400	$245.44	Disposed	191963	Direct
2015-05-21	Common Stock	S	100	$245.56	Disposed	191863	Direct
2015-05-21	Common Stock	S	100	$245.64	Disposed	191763	Direct
2015-05-21	Common Stock	S	100	$245.65	Disposed	191663	Direct
2015-05-21	Common Stock	S	300	$245.66	Disposed	191363	Direct
2015-05-21	Common Stock	S	100	$245.67	Disposed	191263	Direct
2015-05-21	Common Stock	S	100	$245.68	Disposed	191163	Direct
2015-05-21	Common Stock	S	100	$245.70	Disposed	191063	Direct
2015-05-21	Common Stock	S	500	$245.76	Disposed	190563	Direct
2015-05-21	Common Stock	S	5	$245.77	Disposed	190558	Direct
2015-05-21	Common Stock	S	40	$245.78	Disposed	190518	Direct
2015-05-21	Common Stock	S	255	$245.79	Disposed	190263	Direct
2015-05-21	Common Stock	S	105	$245.80	Disposed	190158	Direct
2015-05-21	Common Stock	S	435	$245.81	Disposed	189723	Direct
2015-05-21	Common Stock	S	100	$245.83	Disposed	189623	Direct
2015-05-21	Common Stock	S	660	$245.84	Disposed	188963	Direct
2015-05-21	Common Stock	S	300	$245.85	Disposed	188663	Direct
2015-05-21	Common Stock	S	100	$245.86	Disposed	188563	Direct
2015-05-21	Common Stock	S	100	$245.88	Disposed	188463	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-21	Stock Option	$83.08	M	30000	Disposed	2017-04-24	Common Stock (30000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$85.82	2018-04-29	Common Stock (57000)	57000	Direct
Stock Option	$81.49	2019-04-28	Common Stock (130000)	130000	Direct
Stock Option	$108.15	2020-04-27	Common Stock (122000)	122000	Direct
Stock Option	$149.02	2021-04-26	Common Stock (96400)	96400	Direct
Stock Option	$204.01	2022-04-24	Common Stock (78100)	78100	Direct
Stock Option	$245.86	2023-04-23	Common Stock (70465)	70465	Direct
Stock Option	$248.22	2024-04-29	Common Stock (56558)	56558	Direct
Stock Option	$231.88	2025-03-31	Common Stock (65816)	65816	Direct

Footnotes

F1: Transaction pursuant to a previously adopted Rule 10b5-1 trading program.