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W.W. GRAINGER, INC. — Director's Dealing 2021
Apr 5, 2021
30040_dirs_2021-04-05_e21fdae3-8dfb-4519-b052-66369ac8a8b3.zip
Director's Dealing
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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: Macpherson Donald G (Director, Chairman and CEO)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2021-04-01 | Common Stock | A | 6690 | $0.00 | Acquired | 61175 | Direct |
| 2021-04-01 | Common Stock | F | 1466 | $400.93 | Disposed | 59709 | Direct |
| 2021-04-02 | Common Stock | A | 15355 | $0.00 | Acquired | 75064 | Direct |
| 2021-04-02 | Common Stock | F | 6803 | $406.35 | Disposed | 68261 | Direct |
| 2021-04-05 | Common Stock | S | 3703 | $406.9183 | Disposed | 64558 | Direct |
| 2021-04-05 | Common Stock | S | 573 | $407.5872 | Disposed | 63985 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Stock Option | $245.86 | 2023-04-23 | Common Stock (15741) | 15741 | Direct |
| 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: 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: These were performance vested restricted stock units ("PRSUs"), granted on January 1, 2018. The Company's performance over the three-year period ended December 31, 2020 achieved a payout equal to 100% of the 2018 PRSU program target, as approved by the Board of Directors of the Company (the "Board") acting in executive session with only independent directors participating, on February 17, 2021, upon the earlier determination of the Compensation Committee of the Board.
F4: Shares withheld for tax withholding for the PRSU settlement described in footnote 3 above.
F5: Transaction pursuant to a previously adopted Rule 10b5-1 trading program.
F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $406.43 to $407.37, 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 (6) and (7) to this Form 4.
F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $407.435 to $407.69, inclusive.
F8: 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.