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

Apr 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2020-04-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-01	Common Stock	A	2085	$0.00	Acquired	45302	Direct
2020-04-01	Common Stock	F	924	$248.50	Disposed	44378	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: Award of restricted stock units to be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award generally vests in three tranches, where 1/3 vests on April 1, 2021, 1/3 vests on April 1, 2022, and the remainder vests on April 1, 2023. However, because Mr. Howard meets the criteria for retirement-eligibility applicable to all employees under the W.W. Grainger, Inc. Amended and Restated 2015 Incentive Plan, dated October 31, 2018, his restricted stock units vested immediately upon award and were settled through the delivery of unrestricted shares of common stock on a one-for-one basis, effective April 1, 2020.

F2: 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.