W.W. GRAINGER, INC. — Director's Dealing 2021

Dec 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2021-12-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-06	Common Stock	M	9728	$231.88	Acquired	30295	Direct
2021-12-06	Common Stock	S	1100	$493.1054	Disposed	29195	Direct
2021-12-06	Common Stock	S	696	$493.8303	Disposed	28499	Direct
2021-12-06	Common Stock	S	1500	$495.3063	Disposed	26999	Direct
2021-12-06	Common Stock	S	1623	$496.6968	Disposed	25376	Direct
2021-12-06	Common Stock	S	2168	$497.537	Disposed	23208	Direct
2021-12-06	Common Stock	S	1232	$498.3647	Disposed	21976	Direct
2021-12-06	Common Stock	S	1409	$499.5148	Disposed	20567	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-06	Stock Option	$231.88	M	9728	Disposed	2025-03-31	Common Stock (9728)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 $492.62 to $493.61, 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).

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $493.62 to $494.02, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $495.00 to $495.83, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $496.00 to $496.97, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $497.01 to $497.94, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $498.06 to $499.03, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $499.07 to $499.95, inclusive.

F9: Shares held in a family trust of which the reporting person's spouse and children are beneficiaries. The reporting person has sole voting and investment power with respect to all shares held by the family trust.

F10: 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.