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

Apr 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2021-04-01

Reporting Person: Merriwether Deidra C (Sr. VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-01	Common Stock	A	1578	$0.00	Acquired	6733	Direct
2021-04-01	Common Stock	F	107	$400.93	Disposed	6626	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$248.22	2024-04-29	Common Stock (2127)	2127	Direct
Stock Option	$231.88	2025-03-31	Common Stock (2496)	2496	Direct
Stock Option	$234.38	2026-03-31	Common Stock (2860)	2860	Direct
Stock Option	$231.20	2027-04-02	Common Stock (2318)	2318	Direct
Stock Option	$276.64	2028-04-01	Common Stock (3123)	3123	Direct
Stock Option	$311.26	2029-03-31	Common Stock (2339)	2339	Direct

Footnotes

F1: April 1, 2021 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 April 1, 2022, 1/3 vests on April 1, 2023, and the remainder vests on April 1, 2024.

F2: Shares withheld for tax withholding for the partial settlement of the 4/1/2020 award of restricted stock units (RSUs). The RSU award is 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 April 1, 2021, 1/3 vests on April 1, 2022, and the remainder vests on April 1, 2023.

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.