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

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2016-12-31

Reporting Person: SLAVIK JAMES D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-31	Common Stock	S	0	—	Disposed	255686	Indirect

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Units	$		Common Stock (19018)	19018	Direct

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: On December 31, 2016, Mr. Slavik disposed of equity interests constituting approximately 17.46% of Emerald Bay Ventures II, LLC, which owns 255,686 shares of W.W. Grainger, Inc. common stock, via a private intra-family sale.

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.