W.W. GRAINGER, INC. — Director's Dealing 2018

Aug 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2018-08-01

Reporting Person: Macpherson Donald G (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-01	Common Stock	A	8507	$0.00	Acquired	39118	Direct
2018-08-01	Common Stock	M	24876	$149.02	Acquired	63994	Direct
2018-08-01	Common Stock	S	1990	$339.9732	Disposed	62004	Direct
2018-08-01	Common Stock	S	3610	$340.7805	Disposed	58394	Direct
2018-08-01	Common Stock	S	7064	$341.7857	Disposed	51330	Direct
2018-08-01	Common Stock	S	3884	$342.6813	Disposed	47446	Direct
2018-08-01	Common Stock	S	700	$343.8114	Disposed	46746	Direct
2018-08-01	Common Stock	S	2900	$344.9099	Disposed	43846	Direct
2018-08-01	Common Stock	S	900	$346.1333	Disposed	42946	Direct
2018-08-01	Common Stock	S	300	$346.8433	Disposed	42646	Direct
2018-08-01	Common Stock	S	100	$349.43	Disposed	42546	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-01	Stock Option	$149.02	M	24876	Disposed	2021-04-26	Common Stock (24876)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$204.01	2022-04-24	Common Stock (16923)	16923	Direct
Stock Option	$245.86	2023-04-23	Common Stock (15741)	15741	Direct
Stock Option	$248.22	2024-04-29	Common Stock (12266)	12266	Direct
Stock Option	$231.88	2025-03-31	Common Stock (14380)	14380	Direct
Stock Option	$234.38	2026-03-31	Common Stock (23827)	23827	Direct
Stock Option	$231.20	2027-04-02	Common Stock (36415)	36415	Direct
Stock Option	$276.64	2028-04-01	Common Stock (46063)	46063	Direct

Footnotes

F1: These were performance vested restricted stock units ("PRSUs"), granted on August 1, 2015. The performance goals for the three-year period ended July 31, 2018 were met, as certified by W.W. Grainger, Inc.'s (the "Company") Compensation Committee of the Board of Directors on August 1, 2018. The PRSUs will vest on August 1, 2022 if Reporting Person remains continuously employed by the Company through that date.

F2: Transaction pursuant to a previously adopted Rule 10b5-1 trading program.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $339.29 to $340.28, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (10) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $340.29 to $341.26, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $341.32 to $342.31, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $342.33 to $343.29, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $343.43 to $344.41, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $344.45 to $345.43, inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $345.66 to $346.62, inclusive.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $346.77 to $346.88, inclusive.