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

Aug 26, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2020-08-24

Reporting Person: Williams Susan Slavik (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-24	Common Stock	S	2100	$346.7056	Disposed	702259	Indirect
2020-08-24	Common Stock	S	5861	$347.4675	Disposed	696398	Indirect
2020-08-24	Common Stock	S	8009	$348.5307	Disposed	688389	Indirect
2020-08-24	Common Stock	S	800	$349.2039	Disposed	687589	Indirect
2020-08-24	Common Stock	S	3595	$350.793	Disposed	683994	Indirect
2020-08-24	Common Stock	S	635	$351.3492	Disposed	683359	Indirect
2020-08-25	Common Stock	S	5969	$351.4364	Disposed	677390	Indirect
2020-08-25	Common Stock	S	6669	$352.3377	Disposed	670721	Indirect
2020-08-25	Common Stock	S	3000	$353.3597	Disposed	667721	Indirect
2020-08-25	Common Stock	S	4362	$354.3155	Disposed	663359	Indirect
2020-08-19	Common Stock	G	82000	$0.00	Disposed	2681534	Indirect
2020-08-19	Common Stock	G	46000	$0.00	Acquired	46000	Indirect
2020-08-24	Common Stock	S	2508	$346.6314	Disposed	43492	Indirect
2020-08-24	Common Stock	S	10071	$347.5329	Disposed	33421	Indirect
2020-08-24	Common Stock	S	12104	$348.5698	Disposed	21317	Indirect
2020-08-24	Common Stock	S	7000	$349.157	Disposed	14317	Indirect
2020-08-24	Common Stock	S	6307	$350.5806	Disposed	8010	Indirect
2020-08-24	Common Stock	S	5110	$351.5083	Disposed	2900	Indirect
2020-08-24	Common Stock	S	2900	$352.4145	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8342	Direct
Common Stock	350314	Indirect
Common Stock	48939	Indirect
Common Stock	1554	Indirect
Common Stock	1635760	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Stock Units	$		Common Stock (579)	579	Direct

Footnotes

F1: Shares held in trusts for which Ms. Slavik Williams serves as trustee and is the sole beneficiary.

F2: Shares held in trust for which Ms. Slavik Williams serves as trustee and she and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest in such shares.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $346.03 to $347.00, 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 3, 5, 6, 7, 8, and 9.

F4: Shares held in trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. Ms. Slavik Williams disclaims beneficial ownership of such shares.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $347.04 to $347.9785, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.05 to $348.97, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $349.05 to $349.52, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.28 to $351.26, inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.28 to $351.48, inclusive.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.83 to $351.78, 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 10, 11, 12, and 13.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.83 to $352.80, inclusive.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.87 to $353.73, inclusive.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.89 to $354.83, inclusive.

F14: Shares held by corporation of which Ms. Slavik Williams is a director. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein.

F15: Shares held by limited liability company of which Ms. Slavik Williams is the sole manager. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein.

F16: Shares held in trust for which Ms. Slavik Williams serves as trustee and she and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares except to the extent of her actual
pecuniary interest in such shares.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $346.00 to $346.99, 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 17, 18, 19, 20, 21, 22, and 23.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $347.00 to $347.999, inclusive.

F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.08 to $348.98, inclusive.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $349.04 to $349.22, inclusive.

F21: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.07 to $350.98, inclusive.

F22: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.19 to $351.99, inclusive.

F23: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.14 to $353.09, inclusive.

F24: 1-for-1

F25: The stock units are expected to settle in shares of common stock on a one-for-one basis following end of service as a director.