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Filing Details

Accession Number:: 0001209191-21-025531
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-04-05 21:15:20
Reporting Period:: 2021-04-01

Accepted Time:: 2021-04-05 21:15:20
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
1451437	G Donald Macpherson	100 Grainger Parkway Lake Forest IL 60045	Chairman And Ceo	Yes	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	6,690	$0.00	61,175	No	4	A	Direct
Common Stock	Disposition	2021-04-01	1,466	$400.93	59,709	No	4	F	Direct
Common Stock	Acquisiton	2021-04-02	15,355	$0.00	75,064	No	4	A	Direct
Common Stock	Disposition	2021-04-02	6,803	$406.35	68,261	No	4	F	Direct
Common Stock	Disposition	2021-04-05	3,703	$406.92	64,558	No	4	S	Direct
Common Stock	Disposition	2021-04-05	573	$407.59	63,985	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
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	$245.86	2016-04-24	2023-04-23	15,741	15,741	Direct
Common Stock	Stock Option	$248.22	2017-04-30	2024-04-29	12,266	12,266	Direct
Common Stock	Stock Option	$231.88	2018-04-01	2025-03-31	14,380	14,380	Direct
Common Stock	Stock Option	$234.38	2019-04-01	2026-03-31	23,827	23,827	Direct
Common Stock	Stock Option	$231.20	2020-04-03	2027-04-02	36,415	36,415	Direct
Common Stock	Stock Option	$276.64	2021-04-02	2028-04-01	46,063	46,063	Direct
Common Stock	Stock Option	$311.26		2029-03-31	30,663	30,663	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2023-04-23	15,741	15,741	Direct
2024-04-29	12,266	12,266	Direct
2025-03-31	14,380	14,380	Direct
2026-03-31	23,827	23,827	Direct
2027-04-02	36,415	36,415	Direct
2028-04-01	46,063	46,063	Direct
2029-03-31	30,663	30,663	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 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.
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.
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 $406.43 to $407.37, 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 (6) and (7) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $407.435 to $407.69, inclusive.
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.