W.W. GRAINGER, INC. — Director's Dealing 2022

Dec 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2022-12-02

Reporting Person: Macpherson Donald G (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-02	Common Stock	M	14380	$231.88	Acquired	83499	Direct
2022-12-02	Common Stock	S	1000	$594.6614	Disposed	82499	Direct
2022-12-02	Common Stock	S	1500	$595.4621	Disposed	80999	Direct
2022-12-02	Common Stock	S	600	$596.7199	Disposed	80399	Direct
2022-12-02	Common Stock	S	400	$598.2325	Disposed	79999	Direct
2022-12-02	Common Stock	S	1989	$599.2991	Disposed	78010	Direct
2022-12-02	Common Stock	S	4680	$600.3556	Disposed	73330	Direct
2022-12-02	Common Stock	S	2865	$601.4032	Disposed	70465	Direct
2022-12-02	Common Stock	S	665	$602.3651	Disposed	69800	Direct
2022-12-02	Common Stock	S	681	$603.2748	Disposed	69119	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-02	Stock Option	$231.88	M	14380	Disposed	2025-03-31	Common Stock (14380)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: Transaction pursuant to a previously adopted Rule 10b5-1 trading program.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $594.06 to $594.99, 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 (2), (3), (4), (5), (6), (7), (8), (9), and (10).

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $595.06 to $595.98, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $596.29 to $597.19, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $597.83 to $598.78, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $598.86 to $599.85, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $599.86 to $600.85, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $600.90 to $601.85, inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $601.91 to $602.90, inclusive.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $602.92 to $603.72, inclusive.

F11: The stock option fully vested in three years, where 1/3 vested on April 1, 2020, 1/3 vested on April 1, 2021, and the remainder vested on April 1, 2022.