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Robbins Paige K – ‘4’ for 1/18/19 re: W.W. Grainger, Inc.

On:  Friday, 9/16/22, at 2:11pm ET   ·   For:  1/18/19   ·   As:  Officer   ·   Accession #:  1209191-22-50253   ·   File #:  1-05684

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/16/22  Robbins Paige K                   4          Officer     2:28K  W.W. Grainger, Inc.               DONNELLEY FIN… File16/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML     25K 
 2: EX-24       EX-24 Document                                      HTML      6K 


‘4’   —   Form 4 Submission — doc4.xml/3.6




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Form 4 Submission
 
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
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 FORESTIL60045

(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
XOfficer (give title below) Other (specify below)
Sr. VP
3. Date of Earliest Transaction (Month/Day/Year)
1/18/19
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock 1/18/19G 2,058 (1)D$0.0012,268D
Common Stock 1/18/19G 2,058 (1)A$0.002,058IFamily Trust
Common Stock 1/22/19G 3,112 (1)D$0.009,156D
Common Stock 1/22/19G 3,112 (1)A$0.005,170IFamily Trust
Common Stock 2/22/19G 366 (1)D$0.008,790D
Common Stock 2/22/19G 366 (1)A$0.005,536IFamily Trust
Common Stock 2/25/20G 716 (1)D$0.008,074D
Common Stock 2/25/20G 716 (1)A$0.006,252IFamily Trust
Common Stock 6/23/20G 862 (1)D$0.007,212D
Common Stock 6/23/20G 862 (1)A$0.007,114IFamily Trust
Common Stock 7/28/22M 2,330 (2)A$245.869,542D
Common Stock 7/28/22S 2,330 (2)D$500.03 (3)7,212D
Common Stock 9/16/22GV2,252 (4)D$0.004,960D
Common Stock 9/16/22GV2,252 (4)A$0.009,366 (5)IFamily 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option$245.86 7/28/22M 2,330 (2) 4/24/16 4/23/23Common Stock2,330$0.000D
Stock Option$248.22 4/30/17 4/29/24Common Stock2,127 2,127D
Stock Option$231.88 4/1/18 3/31/25Common Stock3,122 3,122D
Stock Option$234.38 4/1/19 3/31/26Common Stock3,813 3,813D
Stock Option$231.2 4/3/20 4/2/27Common Stock2,814 2,814D
Stock Option$276.64 4/2/21 4/1/28Common Stock3,904 3,904D
Stock Option$311.26 (6) 3/31/29Common Stock2,859 2,859D
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 9/16/22
** Signature of Reporting PersonDate
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.
____________
Transaction Codes:
    G    Bona fide gift.
    M    Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.
    S    Open market or private sale of non-derivative or derivative security.

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