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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 2/29/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 277135 |
| Issuer Name: W.W. GRAINGER, INC. |
| Issuer Trading Symbol: GWW |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1688983 |
| | Owner Name: Robbins Paige K |
| Reporting Owner Address: |
| | Owner Street 1: 100 GRAINGER PARKWAY |
| | Owner Street 2: |
| | Owner City: LAKE FOREST |
| | Owner State: IL |
| | Owner ZIP Code: 60045 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Sr. VP |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/29/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,813 |
| | | Transaction Price Per Share: |
| Value: 234.38 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 8,722 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/29/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 300 |
| | | Transaction Price Per Share: |
| Value: 964.10 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 8,422 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/29/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 919 |
| | | Transaction Price Per Share: |
| Value: 965.6748 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 7,503 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/29/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 200 |
| | | Transaction Price Per Share: |
| Value: 966.37 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 7,303 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/29/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 300 |
| | | Transaction Price Per Share: |
| Value: 968.6583 |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 7,003 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/29/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 894 |
| | | Transaction Price Per Share: |
| Value: 969.5956 |
| Footnote ID: F5 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,109 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/29/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 900 |
| | | Transaction Price Per Share: |
| Value: 971.2506 |
| Footnote ID: F6 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 5,209 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/29/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 300 |
| | | Transaction Price Per Share: |
| Value: 976.09 |
| Footnote ID: F7 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,909 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 11,098 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Family Trust |
| Footnote ID: F8 |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option |
| | Conversion or Exercise Price: |
| | | Value: 234.38 |
| | Transaction Date: |
| | | Value: 2/29/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,813 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 4/1/19 |
| | Expiration Date: |
| | | Value: 3/31/26 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 3,813 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock Option |
| | Conversion or Exercise Price: |
| | | Value: 231.20 |
| | Exercise Date: |
| | | Value: 4/3/20 |
| | Expiration Date: |
| | | Value: 4/2/27 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 2,814 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,814 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock Option |
| | Conversion or Exercise Price: |
| | | Value: 276.64 |
| | Exercise Date: |
| | | Value: 4/2/21 |
| | Expiration Date: |
| | | Value: 4/1/28 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 3,904 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,904 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock Option |
| | Conversion or Exercise Price: |
| | | Value: 311.26 |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | Expiration Date: |
| | | Value: 3/31/29 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 2,859 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,859 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $964.04 to $964.15, 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 footnotes (1) through (7). |
| Footnote - F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $965.20 to $965.98, inclusive. |
| Footnote - F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $966.24 to $966.50, inclusive. |
| Footnote - F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $968.31 to $968.96, inclusive. |
| Footnote - F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $969.47 to $969.81, inclusive. |
| Footnote - F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $970.84 to $971.725, inclusive. |
| Footnote - F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $976.08 to $976.11, inclusive. |
| Footnote - F8: Family trust. The reporting person has voting and investment power with respect to the shares. |
| Footnote - F9: 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: |
Owner Signature: |
| Signature Name: /s/ Ronald J. Edwards, by POA from Paige K. Robbins, Sr. VP |
| Signature Date: 2/29/24 |