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W.W. GRAINGER, INC. — Director's Dealing 2022
Apr 4, 2022
30040_dirs_2022-04-04_1f4244f6-17f9-4203-9ff2-e3e4cc32aa56.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: 2022-04-01
Reporting Person: Merriwether Deidra C (Sr. VP & CFO)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2022-04-01 | Common Stock | A | 780 | $0.00 | Acquired | 7082 | Direct |
| 2022-04-01 | Common Stock | F | 298 | $515.79 | Disposed | 6784 | Direct |
| 2022-04-01 | Common Stock | A | 1705 | $0.00 | Acquired | 8489 | Direct |
| 2022-04-01 | Common Stock | F | 162 | $515.79 | Disposed | 8327 | Direct |
| 2022-04-01 | Common Stock | F | 234 | $515.79 | Disposed | 8093 | 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 (2496) | 2496 | Direct |
| Stock Option | $234.38 | 2026-03-31 | Common Stock (2860) | 2860 | Direct |
| Stock Option | $231.20 | 2027-04-02 | Common Stock (2318) | 2318 | Direct |
| Stock Option | $276.64 | 2028-04-01 | Common Stock (3123) | 3123 | Direct |
| Stock Option | $311.26 | 2029-03-31 | Common Stock (2339) | 2339 | Direct |
Footnotes
F1: These were performance vested restricted stock units ("PRSUs"), granted on January 1, 2019. The Company's performance over the three-year period ended December 31, 2021 achieved a payout equal to 100% of the 2019 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 16, 2022, upon the earlier determination of the Compensation Committee of the Board.
F2: Shares withheld for tax withholding for the PRSU settlement described in footnote 1 above.
F3: April 1, 2022 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, 2023, 1/3 vests on April 1, 2024, and the remainder vests on April 1, 2025.
F4: 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.
F5: Shares withheld for tax withholding for the partial settlement of the 4/1/2021 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, 2022, 1/3 vests on April 1, 2023, and the remainder vests on April 1, 2024.
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.