W.W. GRAINGER, INC. — Major Shareholding Notification 2020

Mar 5, 2020

SC 13G/A 1 tm2011601d2_sc13ga.htm SCHEDULE 13G/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 3)

W.W. GRAINGER, INC.

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(Name of Issuer)

Common Stock (par value $.50 per share)

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(Title of Class of Securities)

384802–10–4

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(CUSIP Number)

March 4, 2020

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

þ Rule 13d-1(d)

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CUSIP No. 384802–10–4

| 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) Susan Slavik Williams | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) ¨ (b) þ |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization USA | |

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 4,801,811
6.	Shared Voting Power 8,342
7.	Sole Dispositive Power 3,166,051
8.	Shared Dispositive Power 1,644,102

| 9. | Aggregate Amount Beneficially Owned by Each
Reporting Person 4,810,153 |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) þ 783,743 Excluded shares are held in trusts over which Ms. Williams has no
dispositive or voting power. |
| 11. | Percent of Class Represented by Amount in Row
(9) 8.96% (Calculation is based on the
number of shares shown to be outstanding as of January 31, 2020 on the Issuer’s report on Form 10-K filed on February
20, 2020.) |
| 12. | Type of Reporting Person (See Instructions) IN |

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NOTE: This amendment is being filed to reflect a change in the Reporting Person’s sole voting power which did not result in any change in the total number of shares beneficially owned by her nor in her financial interest in the securities of W.W. Grainger, Inc.

Item 1.	(a)	Name of Issuer
		W.W. GRAINGER, INC.
	(b)	Address of Issuer's Principal Executive Offices
		100 Grainger Parkway
		Lake Forest, Illinois 60045
Item 2.
	(a)	Name of Person Filing
		Susan Slavik Williams
	(b)	Address of Principal Business Office or, if none, Residence
		4450 MacArthur Blvd., Second Floor Newport Beach, California 92660
	(c)	Citizenship
		USA
	(d)	Title of Class of Securities
		Common Stock (par value $.50 per share)
	(e)	CUSIP Number
		384802–10–4
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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Item 4.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| | (a) — (b) | Amount beneficially owned: 4,810,153 — Percent of class: 8.96% (Calculation is based on the number of shares shown to
be outstanding as of January 31, 2020 on the Issuer’s report on Form 10-K filed on February 20, 2020.) | |
| --- | --- | --- | --- |
| | (c) | Number of shares as to which the person has: | |
| | | (i) | Sole power to vote or to direct the vote 4,801,811 |
| | | (ii) | Shared power to vote or to direct the vote 8,342 |
| | | (iii) | Sole power to dispose or to direct the disposition of 3,166,051 |
| | | (iv) | Shared power to dispose or to direct the disposition of 1,644,102 |
| Item 5. | Ownership of Five Percent or Less of a Class | | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following __. | | | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | | |
| Not applicable. | | | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | | |
| Not applicable. | | | |
| Item 8. | Identification and Classification of Members of the Group | | |
| Not applicable. | | | |

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Item 9.	Notice of Dissolution of Group
Not applicable.
Item 10.	Certification
Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

3-4-2020
Date
* /s/Susan Slavik Williams
Signature
Susan Slavik Williams
Name

*by Anne G.Plimpton

Attorney-in-Fact

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