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

Aug 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2020-08-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-01	Common Stock	F	2132	$341.53	Disposed	42246	Direct
2020-08-03	Common Stock	S	1569	$342.741	Disposed	40677	Direct
2020-08-03	Common Stock	S	1110	$343.3058	Disposed	39567	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
Stock Option	$311.26	2029-03-31	Common Stock (5977)	5977	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 $342.11 to $343.09, 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) and (3).

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $343.15 to $343.63, inclusive.

F4: 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 April 1, 2022.