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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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).
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.

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

Filing Table of Contents

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