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Filing Details

Accession Number:: 0001209191-21-025530
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-04-05 21:13:50
Reporting Period:: 2021-04-01

Accepted Time:: 2021-04-05 21:13:50
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
277135	W.w. Grainger Inc.	GWW	Wholesale-Durable Goods (5000)	361150280

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1187060	L John Howard	100 Grainger Parkway Lake Forest IL 60045	Sr. Vp And General Counsel	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2021-04-01	1,326	$0.00	40,893	No	4	A	Direct
Common Stock	Disposition	2021-04-01	458	$400.93	40,435	No	4	F	Direct
Common Stock	Acquisiton	2021-04-02	2,993	$0.00	43,428	No	4	A	Direct
Common Stock	Disposition	2021-04-02	1,326	$406.35	42,102	No	4	F	Direct
Common Stock	Disposition	2021-04-05	2,535	$407.21	39,567	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	F	Direct
No	4	A	Direct
No	4	F	Direct
No	4	S	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Option	$231.88	2018-04-01	2025-03-31	9,728	9,728	Direct
Common Stock	Stock Option	$234.38	2019-04-01	2026-03-31	12,390	12,390	Direct
Common Stock	Stock Option	$231.20	2020-04-03	2027-04-02	8,607	8,607	Direct
Common Stock	Stock Option	$276.64	2021-04-02	2028-04-01	8,979	8,979	Direct
Common Stock	Stock Option	$311.26		2029-03-31	5,977	5,977	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2025-03-31	9,728	9,728	Direct
2026-03-31	12,390	12,390	Direct
2027-04-02	8,607	8,607	Direct
2028-04-01	8,979	8,979	Direct
2029-03-31	5,977	5,977	Direct

Footnotes

April 1, 2021 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 generally vests 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. However, because Mr. Howard meets the criteria for retirement-eligibility applicable to all employees under the W.W. Grainger, Inc. Amended and Restated 2015 Incentive Plan, dated October 31, 2018, his restricted stock units vested immediately upon award and were settled through the delivery of unrestricted shares of common stock on a one-for-one basis, effective April 1, 2021.
Shares withheld for tax withholding for the restricted stock unit settlement described in footnote 1 above.
These were performance vested restricted stock units ("PRSUs"), granted on January 1, 2018. The Company's performance over the three-year period ended December 31, 2020 achieved a payout equal to 100% of the 2018 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 17, 2021, upon the earlier determination of the Compensation Committee of the Board.
Shares withheld for tax withholding for the PRSU settlement described in footnote 3 above.
Transaction pursuant to a previously adopted Rule 10b5-1 trading program.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $406.9636 to $407.69, 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 this footnote (6).
The stock option will fully vest in three years, where 1/3 shall vest on April 1, 2020, 1/3 shall vest on April 1, 2021, and the remainder shall vest on April 1, 2022.