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: HOWARD JOHN L (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-01	Common Stock	A	4811	$0.00	Acquired	43217	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$149.02	2021-04-26	Common Stock (14990)	14990	Direct
Stock Option	$204.01	2022-04-24	Common Stock (11716)	11716	Direct
Stock Option	$245.86	2023-04-23	Common Stock (11543)	11543	Direct
Stock Option	$248.22	2024-04-29	Common Stock (7360)	7360	Direct
Stock Option	$231.88	2025-03-31	Common Stock (9728)	9728	Direct
Stock Option	$234.38	2026-03-31	Common Stock (12390)	12390	Direct
Stock Option	$231.20	2027-04-02	Common Stock (8607)	8607	Direct
Stock Option	$276.64	2028-04-01	Common Stock (8979)	8979	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 the Company's Compensation Committee of the Board of Directors on August 1, 2018. The PRSUs will vest on August 1, 2020 if Reporting Person remains continuously employed by the Company through that date.