Sec Form 4 Filing - HOWARD JOHN L @ W.W. GRAINGER, INC. - 2021-04-01

Insider filing report for Changes in Beneficial Ownership
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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
HOWARD JOHN L
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 and General Counsel
(Last) (First) (Middle)
100 GRAINGER PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2021
(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 04/01/2021 A( 1 ) 1,326 A $ 0 40,893 D
Common Stock 04/01/2021 F( 2 ) 458 D $ 400.93 40,435 D
Common Stock 04/02/2021 A( 3 ) 2,993 A $ 0 43,428 D
Common Stock 04/02/2021 F( 4 ) 1,326 D $ 406.35 42,102 D
Common Stock 04/05/2021 S( 5 ) 2,535 D $ 407.2123 ( 6 ) 39,567 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 $ 231.88 04/01/2018 03/31/2025 Common Stock 9,728 9,728 D
Stock Option $ 234.38 04/01/2019 03/31/2026 Common Stock 12,390 12,390 D
Stock Option $ 231.2 04/03/2020 04/02/2027 Common Stock 8,607 8,607 D
Stock Option $ 276.64 04/02/2021 04/01/2028 Common Stock 8,979 8,979 D
Stock Option $ 311.26 ( 7 ) 03/31/2029 Common Stock 5,977 5,977 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOWARD JOHN L
100 GRAINGER PARKWAY
LAKE FOREST, IL60045
Sr. VP and General Counsel
Signatures
Hugo Dubovoy, Jr., as attorney-in-fact 04/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )April 1, 2021 award of restricted stock units to be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award generally vests in three tranches, where 1/3 vests on April 1, 2022, 1/3 vests on April 1, 2023, and the remainder vests on April 1, 2024. However, because Mr. Howard meets the criteria for retirement-eligibility applicable to all employees under the W.W. Grainger, Inc. Amended and Restated 2015 Incentive Plan, dated October 31, 2018, his restricted stock units vested immediately upon award and were settled through the delivery of unrestricted shares of common stock on a one-for-one basis, effective April 1, 2021.
( 2 )Shares withheld for tax withholding for the restricted stock unit settlement described in footnote 1 above.
( 3 )These were performance vested restricted stock units ("PRSUs"), granted on January 1, 2018. The Company's performance over the three-year period ended December 31, 2020 achieved a payout equal to 100% of the 2018 PRSU 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 17, 2021, upon the earlier determination of the Compensation Committee of the Board.
( 4 )Shares withheld for tax withholding for the PRSU settlement described in footnote 3 above.
( 5 )Transaction pursuant to a previously adopted Rule 10b5-1 trading program.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $406.9636 to $407.69, 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 (6).
( 7 )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.

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