W.W. GRAINGER, INC. — Director's Dealing 2017

Sep 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2017-09-01

Reporting Person: SLAVIK JAMES D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-01	Stock Units	$	A	156	Acquired		Common Stock (156)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	828194	Direct
Common Stock	68847	Indirect
Common Stock	1039490	Indirect
Common Stock	1635760	Indirect
Common Stock	87306	Indirect
Common Stock	255686	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 except to the extent of his pecuniary interest.

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 owned by Emerald Bay Ventures II, LLC of which Mr. Slavik is a member and the sole manager. Mr. Slavik disclaims beneficial ownership of such shares except to the extent of his pecuniary interest.

F6: 1-for-1

F7: The stock units are expected to settle in shares of common stock on a one-for-one basis following end of service as a director.