Howard John L Form 4 GRAINGER W W / JOHN L HOWARD ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

HOWARD JOHN L

(Last) (First) (Middle)

100 GRAINGER PARKWAY

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GRAINGER W W INC [ GWW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/11/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/11/2019		M(1)		11,716	A	$204.01	54,933	D
Common Stock	10/11/2019		S(1)		3,500	D	$304.3541(2)	51,433	D
Common Stock	10/11/2019		S(1)		4,862	D	$305.1607(3)	46,571	D
Common Stock	10/11/2019		S(1)		1,254	D	$306.702(4)	45,317	D
Common Stock	10/11/2019		S(1)		2,100	D	$308.4552(5)	43,217	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$204.01	10/11/2019		M(1)			11,716	04/25/2015	04/24/2022	Common Stock	11,716	$0.00	0	D
Stock Option	$245.86							04/24/2016	04/23/2023	Common Stock	11,543		11,543	D
Stock Option	$248.22							04/30/2017	04/29/2024	Common Stock	7,360		7,360	D
Stock Option	$231.88							04/01/2018	03/31/2025	Common Stock	9,728		9,728	D
Stock Option	$234.38							04/01/2019	03/31/2026	Common Stock	12,390		12,390	D
Stock Option	$231.2							04/03/2020	04/02/2027	Common Stock	8,607		8,607	D
Stock Option	$276.64							04/02/2021	04/01/2028	Common Stock	8,979		8,979	D
Stock Option	$311.26							(6)	03/31/2029	Common Stock	5,977		5,977	D

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.

5. 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.

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 4/1/2022.

Remarks:

	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.
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