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

May 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2021-05-03

Reporting Person: Thomson Laurie R (VP, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-03	Common Stock	A	231	$0.00	Acquired	2680	Direct
2021-05-05	Common Stock	M	1091	$276.64	Acquired	3771	Direct
2021-05-05	Common Stock	M	275	$311.26	Acquired	4046	Direct
2021-05-05	Common Stock	S	1954	$459.4447	Disposed	2092	Direct
2021-05-05	Common Stock	S	40	$460.06	Disposed	2052	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-05	Stock Option	$276.64	M	1091	Disposed	2028-04-01	Common Stock (1091)	Direct
2021-05-05	Stock Option	$311.26	M	275	Disposed	2029-03-31	Common Stock (275)	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 will vest in three tranches, where 1/3 vests on May 3, 2022, 1/3 vests on May 3, 2023, and the remainder vests on May 3, 2024.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $459.03 to $460.00, 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.

F3: 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.