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

Mar 16, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: W.W. GRAINGER, INC. (GWW)
CIK: 0000277135
Period of Report: 2023-03-15

Reporting Person: Merriwether Deidra C (Sr. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-15	Common Stock	M	2127	$248.22	Acquired	9732	Direct
2023-03-15	Common Stock	M	2496	$231.88	Acquired	12228	Direct
2023-03-15	Common Stock	S	490	$656.7837	Disposed	11738	Direct
2023-03-15	Common Stock	S	500	$659.3571	Disposed	11238	Direct
2023-03-15	Common Stock	S	400	$660.544	Disposed	10838	Direct
2023-03-15	Common Stock	S	400	$661.6248	Disposed	10438	Direct
2023-03-15	Common Stock	S	300	$664.4733	Disposed	10138	Direct
2023-03-15	Common Stock	S	463	$665.4981	Disposed	9675	Direct
2023-03-15	Common Stock	S	565	$666.4974	Disposed	9110	Direct
2023-03-15	Common Stock	S	605	$669.0122	Disposed	8505	Direct
2023-03-15	Common Stock	S	400	$669.7292	Disposed	8105	Direct
2023-03-15	Common Stock	S	400	$670.865	Disposed	7705	Direct
2023-03-15	Common Stock	S	100	$673.23	Disposed	7605	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-15	Stock Option	$248.22	M	2127	Disposed	2024-04-29	Common Stock (2127)	Direct
2023-03-15	Stock Option	$231.88	M	2496	Disposed	2025-03-31	Common Stock (2496)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $656.6564 to $656.96, 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 (1) through (10).

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $658.89 to $659.84, inclusive.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $660.07 to $661.05, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $661.4183 to $662.13, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $664.02 to $664.70, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $665.08 to $666.06, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $666.1980 to $666.77, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $668.52 to $669.42, inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $669.62 to $669.9669, inclusive.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $670.63 to $671.18, 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.