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

May 4, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2022-05-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-02	Common Stock	M	12266	$248.22	Acquired	85154	Direct
2022-05-02	Common Stock	S	760	$481.5745	Disposed	84394	Direct
2022-05-02	Common Stock	S	944	$482.6065	Disposed	83450	Direct
2022-05-02	Common Stock	S	696	$483.4026	Disposed	82754	Direct
2022-05-02	Common Stock	S	200	$484.315	Disposed	82554	Direct
2022-05-02	Common Stock	S	500	$485.99	Disposed	82054	Direct
2022-05-02	Common Stock	S	2000	$487.0645	Disposed	80054	Direct
2022-05-02	Common Stock	S	1901	$488.1934	Disposed	78153	Direct
2022-05-02	Common Stock	S	1415	$489.1264	Disposed	76738	Direct
2022-05-02	Common Stock	S	1208	$489.9489	Disposed	75530	Direct
2022-05-02	Common Stock	S	317	$491.1591	Disposed	75213	Direct
2022-05-02	Common Stock	S	300	$492.7636	Disposed	74913	Direct
2022-05-02	Common Stock	S	300	$493.5067	Disposed	74613	Direct
2022-05-02	Common Stock	S	500	$496.46	Disposed	74113	Direct
2022-05-02	Common Stock	S	500	$497.6354	Disposed	73613	Direct
2022-05-02	Common Stock	S	100	$498.81	Disposed	73513	Direct
2022-05-02	Common Stock	S	300	$500.2767	Disposed	73213	Direct
2022-05-02	Common Stock	S	125	$501.1885	Disposed	73088	Direct
2022-05-02	Common Stock	S	200	$503.45	Disposed	72888	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-02	Stock Option	$248.22	M	12266	Disposed	2024-04-29	Common Stock (12266)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: 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 $480.98 to $481.91, 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), (10), (11), (12), (13), (14), (15), (16), and (17).

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $481.99 to $482.97, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $483.01 to $483.66, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $484.22 to $484.41, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $485.50 to $486.42, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $486.58 to $487.51, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $487.68 to $488.67, inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $488.71 to $489.60, inclusive.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $489.76 to $490.73, inclusive.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $490.79 to $491.37, inclusive.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $492.20 to $493.05, inclusive.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $493.43 to $493.62, inclusive.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $496.02 to $496.92, inclusive.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $497.32 to $498.06, inclusive.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $500.05 to $500.39, inclusive.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $501.16 to $501.20, inclusive.

F18: 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.