Merriwether Deidra C Form 4 W.W. GRAINGER / Deidra C Merriwether 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^*

Merriwether Deidra C

(Last) (First) (Middle)

100 GRAINGER PARKWAY

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
W.W. GRAINGER, 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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2023

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	04/01/2023		A(1)		1,344	A	$0.00	8,949	D
Common Stock	04/01/2023		F(2)		596	D	$688.81	8,353	D
Common Stock	04/01/2023		A(3)		1,474	A	$0.00	9,827	D
Common Stock	04/01/2023		F(4)		162	D	$688.81	9,665	D
Common Stock	04/01/2023		F(5)		234	D	$688.81	9,431	D
Common Stock	04/01/2023		F(6)		252	D	$688.81	9,179	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	$234.38							04/01/2019	03/31/2026	Common Stock	2,860		2,860	D
Stock Option	$231.2							04/03/2020	04/02/2027	Common Stock	2,318		2,318	D
Stock Option	$276.64							04/02/2021	04/01/2028	Common Stock	3,123		3,123	D
Stock Option	$311.26							(7)	03/31/2029	Common Stock	2,339		2,339	D

Explanation of Responses:

1. These were performance vested stock units ("PSUs"), granted on January 1, 2020. The Company's performance over the three-year period ended December 31, 2022 achieved a payout equal to 123% of the 2020 PSU 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 15, 2023, upon the earlier determination of the Compensation Committee of the Board.

2. Shares withheld for tax withholding for the PSU settlement described in footnote 1 above.

3. April 1, 2023 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, 2024, 1/3 vests on April 1, 2025, and the remainder vests on April 1, 2026.

4. 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.

5. Shares withheld for tax withholding for the partial settlement of the 4/1/2021 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, 2022, 1/3 vests on April 1, 2023, and the remainder vests on April 1, 2024.

6. Shares withheld for tax withholding for the partial settlement of the 4/1/2022 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, 2023, 1/3 vests on April 1, 2024, and the remainder vests on April 1, 2025.

7. The stock option fully vested in three years, where 1/3 vested on April 1, 2020, 1/3 vested on April 1, 2021, and the remainder vested on April 1, 2022.

Remarks:

	James Colin McGee, by POA From Deidra C. Merriwether, SVP and CFO	04/04/2023
	** Signature of Reporting Person	Date
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