W.W. GRAINGER, INC. — Director's Dealing 2020

Sep 11, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2020-09-10

Reporting Person: Okray Thomas B (SVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-10	Common Stock	S	427	$351.3705	Disposed	9376	Direct
2020-09-10	Common Stock	S	521	$352.1122	Disposed	8855	Direct
2020-09-10	Common Stock	S	400	$353.4425	Disposed	8455	Direct
2020-09-10	Common Stock	S	700	$355.6143	Disposed	7755	Direct
2020-09-10	Common Stock	S	724	$356.5414	Disposed	7031	Direct
2020-09-10	Common Stock	S	600	$358.7033	Disposed	6431	Direct
2020-09-10	Common Stock	S	200	$359.875	Disposed	6231	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$311.26	2029-03-31	Common Stock (9355)	9355	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 $350.76 to $351.68, 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), and (8) 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 $351.77 to $352.50, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.98 to $353.75, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $355.15 to $356.11, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $356.26 to $356.95, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $358.35 to $359.21, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $359.77 to $359.98, inclusive.

F9: The stock option will fully vest in three years, where 1/3 shall vest on April 1, 2020, 1/3 shall vest on April 1, 2021, and the remainder shall vest on 4/1/2022.