Grainger WW : Statement of Changes in Beneficial Ownership

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF

SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or

Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *	2. Issuer Name and Ticker or Trading Symbol	5. Relationship of Reporting Person(s) to Issuer
		(Check all applicable)

HOWARD JOHN L

GRAINGER W W INC [ GWW ]

_____ Director

_____ 10% Owner

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

__X__ Officer (give title below) _____ Other (specify below)

100 GRAINGER PARKWAY

10/11/2019

Sr. VP and General Counsel

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

LAKE FOREST, IL 60045

_X _ Form filed by One Reporting Person

(City)

(State)

(Zip)

___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A) or

5. Amount of Securities Beneficially Owned

6.

7. Nature

(Instr. 3)

Execution

(Instr. 8)

Disposed of (D)

Following Reported Transaction(s)

Ownership

of Indirect

Date, if any

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Common Stock

10/11/2019

M(1)

11716

A

$204.01

54933

D

Common Stock

10/11/2019

S(1)

3500

D

$304.3541 (2)

51433

D

Common Stock

10/11/2019

S(1)

4862

D

$305.1607 (3)

46571

D

Common Stock

10/11/2019

S(1)

1254

D

$306.702 (4)

45317

D

Common Stock

10/11/2019

S(1)

2100

D

$308.4552 (5)

43217

D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2.

3. Trans.

3A. Deemed

4. Trans.

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Security

Conversion

Date

Execution

Code

Derivative Securities

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

(Instr. 8)

Acquired (A) or

Derivative Security

Security

Securities

Form of

Beneficial

Price of

Disposed of (D)

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

(Instr. 3, 4 and 5)

Owned

Security:

(Instr. 4)

Security

Amount or

Following

Direct (D)

Date

Expiration

Reported

or Indirect

Code

V

(A)

(D)

Exercisable

Date

Title

Number of

Transaction(s)

(I) (Instr.

Shares

(Instr. 4)

4)

Stock Option

$204.01

10/11/2019

M (1)

11716

4/25/2015

4/24/2022

Common

11716

$0.00

0

D

Stock

Stock Option

$245.86

4/24/2016

4/23/2023

Common

11543

11543

D

Stock

Stock Option

$248.22

4/30/2017

4/29/2024

Common

7360

7360

D

Stock

Stock Option

$231.88

4/1/2018

3/31/2025

Common

9728

9728

D

Stock

Stock Option

$234.38

4/1/2019

3/31/2026

Common

12390

12390

D

Stock

Stock Option

$231.20

4/3/2020

4/2/2027

Common

8607

8607

D

Stock

Stock Option

$276.64

4/2/2021

4/1/2028

Common

8979

8979

D

Stock

Stock Option

$311.26

(6)

3/31/2029

Common

5977

5977

D

Stock

Explanation of Responses:

1. Transaction pursuant to a previously adopted Rule 10b5-1 trading program.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $303.70 to $304.56, 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 (2), (3), (4), and (5) to this Form 4.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $305.07 to $305.81, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.43 to $307.28, inclusive.

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $308.42 to $308.46, inclusive.
2. 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 4/1/2022.

Reporting Owners

Reporting Owner Name / Address				Relationships
Director	10% OwnerOfficer	Other
HOWARD JOHN L
100 GRAINGER PARKWAY				Sr. VP and General Counsel
LAKE FOREST, IL 60045
Signatures
Hugo Dubovoy, Jr., as attorney-in-fact	10/15/2019
**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

• If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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