Matt Fortin - 01 Nov 2023 Form 4 Insider Report for W.W. GRAINGER, INC. (GWW)

Role: SVP & Chief HR Officer
Signature: /s/ James Colin McGee, by POA from Matt Fortin, SVP & Chief HR Officer
Issuer symbol: GWW
Transactions as of: 01 Nov 2023
Net transactions value: -$2,426,627
Form type: 4
Filing time: 03 Nov 2023, 17:12:01 UTC
Previous filing: 03 Oct 2023
Next filing: 03 Apr 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GWW	Common Stock	Tax liability	$262,739	-360	-13%	$729.83	2,462	01 Nov 2023	Direct	F1
transaction	GWW	Common Stock	Options Exercise	$540,001	+1,952	+79%	$276.64	4,414	01 Nov 2023	Direct
transaction	GWW	Common Stock	Options Exercise	$462,844	+1,487	+34%	$311.26	5,901	01 Nov 2023	Direct
transaction	GWW	Common Stock	Sale	$292,200	-400	-6.8%	$730.50	5,501	01 Nov 2023	Direct	F2
transaction	GWW	Common Stock	Sale	$137,070	-187	-3.4%	$733.00	5,314	01 Nov 2023	Direct	F3
transaction	GWW	Common Stock	Sale	$293,562	-400	-7.5%	$733.90	4,914	01 Nov 2023	Direct	F4
transaction	GWW	Common Stock	Sale	$294,180	-400	-8.1%	$735.45	4,514	01 Nov 2023	Direct	F5
transaction	GWW	Common Stock	Sale	$73,605	-100	-2.2%	$736.05	4,414	01 Nov 2023	Direct	F6
transaction	GWW	Common Stock	Sale	$663,325	-900	-20%	$737.03	3,514	01 Nov 2023	Direct	F7
transaction	GWW	Common Stock	Sale	$516,497	-700	-20%	$737.85	2,814	01 Nov 2023	Direct	F8
transaction	GWW	Common Stock	Sale	$260,146	-352	-13%	$739.05	2,462	01 Nov 2023	Direct	F9
transaction	GWW	Common Stock	Sale	$636,149	-842	-34%	$755.52	1,620	02 Nov 2023	Direct	F10

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GWW	Stock Option	Options Exercise	$0	-1,952	-100%	$0.000000^*	0	01 Nov 2023	Common Stock	1,952	$276.64	Direct
transaction	GWW	Stock Option	Options Exercise	$0	-1,487	-100%	$0.000000^*	0	01 Nov 2023	Common Stock	1,487	$311.26	Direct	F11

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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).
F3	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.
F4	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.
F5	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.
F6	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.
F7	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.
F8	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.
F9	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.
F10	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.
F11	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.