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

Jan 12, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2018-01-11

Reporting Person: Brown Laura D (Sr. VP, Inv Rel & Comm)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-11	Common Stock	M	6789	$149.02	Acquired	16893	Direct
2018-01-11	Common Stock	S	1000	$233.063	Disposed	15893	Direct
2018-01-11	Common Stock	S	400	$234.1675	Disposed	15493	Direct
2018-01-11	Common Stock	S	600	$235.6002	Disposed	14893	Direct
2018-01-11	Common Stock	S	1400	$231.9561	Disposed	13493	Direct
2018-01-11	Common Stock	S	600	$232.8267	Disposed	12893	Direct
2018-01-11	Common Stock	S	2789	$232.50	Disposed	10104	Direct
2018-01-11	Common Stock	S	400	$232.77	Disposed	9704	Direct
2018-01-11	Common Stock	S	300	$233.7167	Disposed	9404	Direct
2018-01-11	Common Stock	S	300	$235.4967	Disposed	9104	Direct
2018-01-11	Common Stock	S	1169	$231.9882	Disposed	7935	Direct
2018-01-11	Common Stock	S	200	$232.72	Disposed	7735	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-11	Stock Option	$149.02	M	6789	Disposed	2021-04-26	Common Stock (6789)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$204.01	2022-04-24	Common Stock (5208)	5208	Direct
Stock Option	$245.86	2023-04-23	Common Stock (4197)	4197	Direct
Stock Option	$248.22	2024-04-29	Common Stock (3271)	3271	Direct
Stock Option	$231.88	2025-03-31	Common Stock (3807)	3807	Direct
Stock Option	$234.38	2026-03-31	Common Stock (4766)	4766	Direct
Stock Option	$231.20	2027-04-02	Common Stock (3311)	3311	Direct

Footnotes

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

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.62 to $233.57, inclusive. The reporting person undertakes to provide W.W. Grainger, Inc., any security holder of W.W. Grainger, Inc., 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 (2), (3), (4), (5), (6), (7), (8), (9), and (10) to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $233.74 to $234.71, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $235.28 to $235.92, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.62 to $232.60, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.64 to $233.25, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.53 to $233.11, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $233.57 to $233.84, inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $235.28 to $235.70, inclusive.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.71 to $232.33, inclusive.