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

Dec 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2021-12-03

Reporting Person: Macpherson Donald G (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-03	Common Stock	M	15741	$245.86	Acquired	79726	Direct
2021-12-03	Common Stock	S	1000	$483.6817	Disposed	78726	Direct
2021-12-03	Common Stock	S	1200	$485.3913	Disposed	77526	Direct
2021-12-03	Common Stock	S	1839	$486.3197	Disposed	75687	Direct
2021-12-03	Common Stock	S	3879	$487.4436	Disposed	71808	Direct
2021-12-03	Common Stock	S	3604	$488.4546	Disposed	68204	Direct
2021-12-03	Common Stock	S	2033	$489.3067	Disposed	66171	Direct
2021-12-03	Common Stock	S	975	$490.1867	Disposed	65196	Direct
2021-12-03	Common Stock	S	1211	$491.3202	Disposed	63985	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-03	Stock Option	$245.86	M	15741	Disposed	2023-04-23	Common Stock (15741)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: 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 $483.31 to $484.11, 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), (8), and (9).

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $484.83 to $485.80, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $485.91 to $486.87, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $486.91 to $487.90, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $487.92 to $488.87, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $488.93 to $489.87, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $489.94 to $490.47, inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $490.94 to $491.89, inclusive.

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.