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: HOWARD JOHN L (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-01	Common Stock	A	1326	$0.00	Acquired	40893	Direct
2021-04-01	Common Stock	F	458	$400.93	Disposed	40435	Direct
2021-04-02	Common Stock	A	2993	$0.00	Acquired	43428	Direct
2021-04-02	Common Stock	F	1326	$406.35	Disposed	42102	Direct
2021-04-05	Common Stock	S	2535	$407.2123	Disposed	39567	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$231.88	2025-03-31	Common Stock (9728)	9728	Direct
Stock Option	$234.38	2026-03-31	Common Stock (12390)	12390	Direct
Stock Option	$231.20	2027-04-02	Common Stock (8607)	8607	Direct
Stock Option	$276.64	2028-04-01	Common Stock (8979)	8979	Direct
Stock Option	$311.26	2029-03-31	Common Stock (5977)	5977	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 generally vests 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. However, because Mr. Howard meets the criteria for retirement-eligibility applicable to all employees under the W.W. Grainger, Inc. Amended and Restated 2015 Incentive Plan, dated October 31, 2018, his restricted stock units vested immediately upon award and were settled through the delivery of unrestricted shares of common stock on a one-for-one basis, effective April 1, 2021.

F2: Shares withheld for tax withholding for the restricted stock unit settlement described in footnote 1 above.

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 $406.9636 to $407.69, 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 (6).

F7: 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.