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*
Robbins Paige K

(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
3. Date of Earliest Transaction (Month/Day/Year)
01/18/2019
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 01/18/2019 G 2,058(1) D $0.00 12,268 D
Common Stock 01/18/2019 G 2,058(1) A $0.00 2,058 I Family Trust
Common Stock 01/22/2019 G 3,112(1) D $0.00 9,156 D
Common Stock 01/22/2019 G 3,112(1) A $0.00 5,170 I Family Trust
Common Stock 02/22/2019 G 366(1) D $0.00 8,790 D
Common Stock 02/22/2019 G 366(1) A $0.00 5,536 I Family Trust
Common Stock 02/25/2020 G 716(1) D $0.00 8,074 D
Common Stock 02/25/2020 G 716(1) A $0.00 6,252 I Family Trust
Common Stock 06/23/2020 G 862(1) D $0.00 7,212 D
Common Stock 06/23/2020 G 862(1) A $0.00 7,114 I Family Trust
Common Stock 07/28/2022 M 2,330(2) A $245.86 9,542 D
Common Stock 07/28/2022 S 2,330(2) D $500.03(3) 7,212 D
Common Stock 09/16/2022 G V 2,252(4) D $0.00 4,960 D
Common Stock 09/16/2022 G V 2,252(4) A $0.00 9,366(5) I Family Trust
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 $245.86 07/28/2022 M 2,330(2) 04/24/2016 04/23/2023 Common Stock 2,330 $0.00 0 D
Stock Option $248.22 04/30/2017 04/29/2024 Common Stock 2,127 2,127 D
Stock Option $231.88 04/01/2018 03/31/2025 Common Stock 3,122 3,122 D
Stock Option $234.38 04/01/2019 03/31/2026 Common Stock 3,813 3,813 D
Stock Option $231.2 04/03/2020 04/02/2027 Common Stock 2,814 2,814 D
Stock Option $276.64 04/02/2021 04/01/2028 Common Stock 3,904 3,904 D
Stock Option $311.26 (6) 03/31/2029 Common Stock 2,859 2,859 D
Explanation of Responses:
1. Reflects gifts to a family trust, which were not previously reported. The reporting person has voting and investment power with respect to the shares.
2. Transaction pursuant to a previously adopted Rule 10b5-1 trading program. The reported transaction corrects an earlier Form 4 filed on July 28, 2022, which erroneously reported that only common stock was sold rather than an exercise of stock options followed by a sale of common stock.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $500.00 to $500.1950, 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 this footnote.
4. Reflects gifts to a family trust. The reporting person has voting and investment power with respect to the shares.
5. Reflects total number of shares held in the reporting person's family trust as of the date of this report, following the transactions reflected in footnotes 1 and 4 above.
6. 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:
Exhibits: Exhibit 24 - Power of Attorney
J. Colin McGee, as attorney-in-fact 09/16/2022
** 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).
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