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Filing Details

Accession Number:: 0001209191-22-022219
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-04-04 14:12:56
Reporting Period:: 2022-04-01

Accepted Time:: 2022-04-04 14:12:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
277135	W.w. Grainger Inc.	GWW	Wholesale-Durable Goods (5000)	361150280

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1187060	L John Howard	100 Grainger Parkway Lake Forest IL 60045	Sr. Vp And General Counsel	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2022-04-01	1,993	$0.00	22,560	No	4	A	Direct
Common Stock	Disposition	2022-04-01	847	$515.79	21,713	No	4	F	Direct
Common Stock	Acquisiton	2022-04-01	1,053	$0.00	22,766	No	4	A	Direct
Common Stock	Disposition	2022-04-01	467	$515.79	22,299	No	4	F	Direct
Common Stock	Disposition	2022-04-01	1,732	$509.24	20,567	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	F	Direct
No	4	A	Direct
No	4	F	Direct
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	19,000	Indirect	Family Trust

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Option	$234.38	2019-04-01	2026-03-31	12,390	12,390	Direct
Common Stock	Stock Option	$231.20	2020-04-03	2027-04-02	8,607	8,607	Direct
Common Stock	Stock Option	$276.64	2021-04-02	2028-04-01	8,979	8,979	Direct
Common Stock	Stock Option	$311.26		2029-03-31	5,977	5,977	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2026-03-31	12,390	12,390	Direct
2027-04-02	8,607	8,607	Direct
2028-04-01	8,979	8,979	Direct
2029-03-31	5,977	5,977	Direct

Footnotes

These were performance vested restricted stock units ("PRSUs"), granted on January 1, 2019. The Company's performance over the three-year period ended December 31, 2021 achieved a payout equal to 100% of the 2019 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 16, 2022, upon the earlier determination of the Compensation Committee of the Board.
Shares withheld for tax withholding for the PRSU settlement described in footnote 1 above.
April 1, 2022 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, 2023, 1/3 vests on April 1, 2024, and the remainder vests on April 1, 2025. 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, 2022.
Shares withheld for tax withholding for the restricted stock unit settlement described in footnote 3 above.
Transaction pursuant to a previously adopted Rule 10b5-1 trading program.
Shares held in a family trust of which the reporting person's spouse and children are beneficiaries. The reporting person has sole voting and investment power with respect to all shares held by the family trust.
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.