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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Fortin Matt

(Last) (First) (Middle)
100 GRAINGER PARKWAY

(Street)
LAKE FOREST IL 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)
SVP & Chief HR Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2023
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)
Code V Amount (A) or (D) Price
Common Stock 11/01/2023 F(1) 360 D $729.83 2,462 D
Common Stock 11/01/2023 M 1,952 A $276.64 4,414 D
Common Stock 11/01/2023 M 1,487 A $311.26 5,901 D
Common Stock 11/01/2023 S 400 D $730.4988(2) 5,501 D
Common Stock 11/01/2023 S 187 D $732.9966(3) 5,314 D
Common Stock 11/01/2023 S 400 D $733.9038(4) 4,914 D
Common Stock 11/01/2023 S 400 D $735.45(5) 4,514 D
Common Stock 11/01/2023 S 100 D $736.05(6) 4,414 D
Common Stock 11/01/2023 S 900 D $737.0278(7) 3,514 D
Common Stock 11/01/2023 S 700 D $737.853(8) 2,814 D
Common Stock 11/01/2023 S 352 D $739.0507(9) 2,462 D
Common Stock 11/02/2023 S 842 D $755.5214(10) 1,620 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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $276.64 11/01/2023 M 1,952 04/02/2021 04/01/2028 Common Stock 1,952 $0 0 D
Stock Option $311.26 11/01/2023 M 1,487 (11) 03/31/2029 Common Stock 1,487 $0 0 D
Explanation of Responses:
1. Shares withheld for tax withholding for the settlement of the November 1, 2016 award of restricted stock units (RSUs). The RSU award was settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $730.0800 to $730.8800, 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 (2) through (10).
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $732.5500 to $733.5100, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $733.8400 to $733.9850, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $735.0000 to $735.9300, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $736.0500 to $736.0500, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $736.5650 to $737.5500, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $737.6058 to $738.0900, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $738.9000 to $739.4500, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $755.2900 to $755.6050, inclusive.
11. 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:
/s/ James Colin McGee, by POA from Matt Fortin, SVP & Chief HR Officer 11/03/2023
** 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.

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