Sec Form 4 Filing - Robbins Paige K @ W.W. GRAINGER, INC. - 2020-02-19

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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The following is an SEC EDGAR document rendered as filed.
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Robbins Paige K
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
(Last)
(First)
(Middle)
100 GRAINGER PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2020
(Street)
LAKE FOREST, IL60045
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/19/2020 A( 1 ) 1,023 A $ 0 10,597 D
Common Stock 02/19/2020 F 307 D $ 338.52 10,290 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 $ 149.02 04/27/2014 04/26/2021 Common Stock 3,840 3,840 D
Stock Option $ 204.01 04/25/2015 04/24/2022 Common Stock 2,790 2,790 D
Stock Option $ 245.86 04/24/2016 04/23/2023 Common Stock 2,330 2,330 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 ( 2 ) 03/31/2029 Common Stock 2,859 2,859 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Robbins Paige K
100 GRAINGER PARKWAY
LAKE FOREST, IL60045
Sr. VP
Signatures
Hugo Dubovoy, Jr., as attorney-in-fact 02/20/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )These were performance vested stock units ("PSUs"), granted on January 1, 2017. The Company's performance over the three-year period ended December 31, 2019 achieved a payout equal to 109% of the 2017 PSU program target, as approved by the Board of Directors of the Company (the "Board") acting in executive session with only independent directors participating, on February 19, 2020, upon the earlier determination of the Compensation Committee of the Board.
( 2 )The stock option will fully vest in three years, where 1/3 shall vest on April 1, 2020, 1/3 shall vest on April 1, 2021, and the remainder shall vest on April 1, 2022.

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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