W.W. GRAINGER, INC. — Director's Dealing 2023

Aug 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2023-08-10

Reporting Person: Williams Susan Slavik (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-10	Common Stock	J	1152950	—	Disposed	1528584	Indirect
2023-08-10	Common Stock	J	209	—	Acquired	1763	Indirect
2023-08-10	Common Stock	J	70813	—	Acquired	70813	Indirect
2023-08-10	Common Stock	J	20835	—	Acquired	684194	Indirect
2023-08-10	Common Stock	J	1061092	—	Acquired	1061092	Indirect
2023-08-10	Common Stock	J	1061092	—	Disposed	0	Indirect
2023-08-10	Common Stock	J	3369	—	Acquired	5132	Indirect
2023-08-10	Common Stock	J	889187	—	Acquired	960000	Indirect
2023-08-10	Common Stock	J	167964	—	Acquired	852158	Indirect
2023-08-10	Common Stock	J	572	—	Acquired	572	Indirect
2023-08-10	Common Stock	J	960000	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8342	Direct
Common Stock	200314	Indirect
Common Stock	48939	Indirect
Common Stock	1635760	Indirect
Common Stock	150000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Stock Units	$		Common Stock (1544)	1544	Direct

Footnotes

F1: Pro-rata distribution by a limited liability company to its members.

F2: Shares held by a limited liability company of which Ms. Slavik Williams is the sole manager. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein.

F3: Shares held in a trust for which Ms. Slavik Williams serves as trustee and she and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest in such shares.

F4: Shares held in a trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. Ms. Slavik Williams disclaims beneficial ownership of such shares.

F5: Shares transferred to a trust for which Ms. Slavik Williams' son serves as trustee and her son is the beneficiary. Ms. Slavik Williams disclaims beneficial ownership of such shares.

F6: Shares held in trusts for which Ms. Slavik Williams serves as trustee and is the sole beneficiary.

F7: Shares held by a corporation of which Ms. Slavik Williams is a director. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein.

F8: Shares held by a limited liability company of which Ms. Slavik Williams is the sole manager. The membership interests of the limited liability company are held in trusts for the benefit of her children. This filing corrects an earlier Form 4 filed September 3, 2021 (and such subsequent filings), which erroneously reported that the membership interests were held by the reporting person.

F9: 1-for-1

F10: The deferred stock units are expected to settle in shares of common stock on a one-for-one basis following end of service as a director.