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

Sep 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2021-09-01

Reporting Person: Williams Susan Slavik (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-01	Deferred Stock Units	$	A	4	Acquired		Common Stock (4)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8342	Direct
Common Stock	200314	Indirect
Common Stock	48939	Indirect
Common Stock	1554	Indirect
Common Stock	663359	Indirect
Common Stock	1635760	Indirect
Common Stock	2681534	Indirect
Common Stock	150000	Indirect

Footnotes

F1: Reflects change in form of beneficial ownership of 150,000 shares with no change in the reporting person's pecuniary interest. The transfer was exempt pursuant to Rule 16a-13 under the Securities Exchange Act of 1934.

F2: Shares held in trusts for which Ms. Slavik Williams serves as trustee and is the sole beneficiary.

F3: Shares held in trust for which Ms. Slavik Williams serves as trustee and she and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest in such shares.

F4: Shares held in trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. Ms. Slavik Williams disclaims beneficial ownership of such shares.

F5: Shares held by corporation of which Ms. Slavik Williams is a director. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein.

F6: Shares held by limited liability company of which Ms. Slavik Williams is the sole manager. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein.

F7: Shares held by a limited liability company of which Ms. Slavik Williams is the sole member/manager. The membership interests are held by the reporting person.

F8: 1-for-1

F9: The deferred stock units are expected to settle in shares of common stock on a one-for-one basis following end of service as a director.