W.W. GRAINGER, INC. — Director's Dealing 2019

Feb 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2019-02-20

Reporting Person: Robbins Paige K (Sr. VP, Chief Digital Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-20	Common Stock	A	529	$0.00	Acquired	10218	Direct
2019-02-20	Common Stock	F	163	$314.65	Disposed	10055	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$149.02	2021-04-26	Common Stock (3840)	3840	Direct
Stock Option	$204.01	2022-04-24	Common Stock (2790)	2790	Direct
Stock Option	$245.86	2023-04-23	Common Stock (2330)	2330	Direct
Stock Option	$248.22	2024-04-29	Common Stock (2127)	2127	Direct
Stock Option	$231.88	2025-03-31	Common Stock (3122)	3122	Direct
Stock Option	$234.38	2026-03-31	Common Stock (3813)	3813	Direct
Stock Option	$231.20	2027-04-02	Common Stock (2814)	2814	Direct
Stock Option	$276.64	2028-04-01	Common Stock (3904)	3904	Direct

Footnotes

F1: Performance vested stock units ("PSUs"), granted on January 1, 2016. The Company's performance over the three-year period ended December 31, 2018 achieved a payout equal to 97 percent of the 2016 PSU program target, as approved by the Board of Directors of the Company (the "Board"), acting in executive session with only independent directors participating, on February 20, 2019, upon the earlier determination and recommendation of the Compensation Committee of the Board.