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W.W. GRAINGER, INC. — Director's Dealing 2020
Feb 20, 2020
30040_dirs_2020-02-20_83a02c02-2534-4527-b8ba-59baf981ece1.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2020-02-19
Reporting Person: Macpherson Donald G (Director, Chairman and CEO)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2020-02-19 | Common Stock | A | 13232 | $0.00 | Acquired | 55778 | Direct |
| 2020-02-19 | Common Stock | F | 5418 | $338.52 | Disposed | 50360 | Direct |
| 2020-02-19 | Common Stock | S | 7814 | $306.9582 | Disposed | 42546 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Stock Option | $204.01 | 2022-04-24 | Common Stock (16923) | 16923 | Direct |
| Stock Option | $245.86 | 2023-04-23 | Common Stock (15741) | 15741 | Direct |
| Stock Option | $248.22 | 2024-04-29 | Common Stock (12266) | 12266 | Direct |
| Stock Option | $231.88 | 2025-03-31 | Common Stock (14380) | 14380 | Direct |
| Stock Option | $234.38 | 2026-03-31 | Common Stock (23827) | 23827 | Direct |
| Stock Option | $231.20 | 2027-04-02 | Common Stock (36415) | 36415 | Direct |
| Stock Option | $276.64 | 2028-04-01 | Common Stock (46063) | 46063 | Direct |
| Stock Option | $311.26 | 2029-03-31 | Common Stock (30663) | 30663 | Direct |
Footnotes
F1: These were performance vested stock units ("PSUs"), granted on January 1, 2017. The Company's performance over the three-year period ended December 31, 2019 achieved a payout equal to 109% of the 2017 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 19, 2020, upon the earlier determination of the Compensation Committee of the Board.
F2: Transaction pursuant to a previously adopted Rule 10b5-1 trading program.
F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.56 to $307.28, 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 this footnote (3).
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.