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

Sep 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2019-01-18

Reporting Person: Robbins Paige K (Sr. VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-18	Common Stock	G	2058	$0.00	Disposed	12268	Direct
2019-01-18	Common Stock	G	2058	$0.00	Acquired	2058	Indirect
2019-01-22	Common Stock	G	3112	$0.00	Disposed	9156	Direct
2019-01-22	Common Stock	G	3112	$0.00	Acquired	5170	Indirect
2019-02-22	Common Stock	G	366	$0.00	Disposed	8790	Direct
2019-02-22	Common Stock	G	366	$0.00	Acquired	5536	Indirect
2020-02-25	Common Stock	G	716	$0.00	Disposed	8074	Direct
2020-02-25	Common Stock	G	716	$0.00	Acquired	6252	Indirect
2020-06-23	Common Stock	G	862	$0.00	Disposed	7212	Direct
2020-06-23	Common Stock	G	862	$0.00	Acquired	7114	Indirect
2022-07-28	Common Stock	M	2330	$245.86	Acquired	9542	Direct
2022-07-28	Common Stock	S	2330	$500.03	Disposed	7212	Direct
2022-09-16	Common Stock	G	2252	$0.00	Disposed	4960	Direct
2022-09-16	Common Stock	G	2252	$0.00	Acquired	9366	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-28	Stock Option	$245.86	M	2330	Disposed	2023-04-23	Common Stock (2330)	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 (3122)	3122	Direct
Stock Option	$234.38	2026-03-31	Common Stock (3813)	3813	Direct
Stock Option	$231.20	2027-04-02	Common Stock (2814)	2814	Direct
Stock Option	$276.64	2028-04-01	Common Stock (3904)	3904	Direct
Stock Option	$311.26	2029-03-31	Common Stock (2859)	2859	Direct

Footnotes

F1: Reflects gifts to a family trust, which were not previously reported. The reporting person has voting and investment power with respect to the shares.

F2: Transaction pursuant to a previously adopted Rule 10b5-1 trading program. The reported transaction corrects an earlier Form 4 filed on July 28, 2022, which erroneously reported that only common stock was sold rather than an exercise of stock options followed by a sale of common stock.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $500.00 to $500.1950, 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.

F4: Reflects gifts to a family trust. The reporting person has voting and investment power with respect to the shares.

F5: Reflects total number of shares held in the reporting person's family trust as of the date of this report, following the transactions reflected in footnotes 1 and 4 above.

F6: 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.