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*
FERRARELL TIMOTHY M

(Last) (First) (Middle)
100 GRAINGER PARKWAY

(Street)
LAKE FOREST IL 60045-5201

(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, Enterprise Systems
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2004
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 04/21/2004 M 2,240 A $30.75 26,855 D
Common Stock 04/21/2004 M 3,540 A $31.0625 30,395 D
Common Stock 04/21/2004 S 5,780 D $55 24,615 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
Option $30.75 04/21/2004 M 2,240 04/27/1997 04/26/2004 Common Stock 2,240 $0 0 D
Option $31.0625 04/21/2004 M 3,540 04/26/1998 04/25/2005 Common Stock 3,540 $0 0 D
Option $33.75 04/24/1999 04/23/2006 Common Stock 5,940 5,940 D
Option $37.25 04/30/2000 04/29/2007 Common Stock 5,520 5,520 D
Option $51.6875 04/29/2001 04/28/2008 Common Stock 5,120 5,120 D
Option $48.625 04/28/2002 04/27/2009 Common Stock 6,170 6,170 D
Option $42.8125 03/01/2003 02/28/2010 Common Stock 2,080 2,080 D
Option $43.5 04/26/2003 04/25/2010 Common Stock 7,100 7,100 D
Option $43.5 (1) 04/25/2010 Common Stock 1,070 1,070 D
Option $37.5 04/25/2004 04/24/2011 Common Stock 10,000 10,000 D
Option $37.5 04/25/2007 04/24/2011 Common Stock 710 710 D
Option $54.61 04/24/2005 04/23/2012 Common Stock 15,000 15,000 D
Option $45.5 04/30/2006 04/29/2013 Common Stock 20,000 20,000 D
Explanation of Responses:
1. Exercisable in four equal annual installments beginning 4/26/2001.
K. S. Kirsner, as attorney-in-fact 04/22/2004
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.