Kathleen S. Carroll - Apr 1, 2022 Form 4 Insider Report for W.W. GRAINGER, INC. (GWW)

Role: SVP & Chief HR Officer
Signature: Hugo Dubovoy, Jr., as attorney-in-fact
Stock symbol: GWW
Transactions as of: Apr 1, 2022
Transactions value $: -$148,032
Form type: 4
Date filed: 4/4/2022, 02:11 PM
Previous filing: Feb 16, 2022
Next filing: Feb 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GWW	Common Stock	Award	$0	+564	+28.27%	$0.00	2.56K	Apr 1, 2022	Direct	F1
transaction	GWW	Common Stock	Tax liability	-$85.6K	-166	-6.49%	$515.79	2.39K	Apr 1, 2022	Direct	F2
transaction	GWW	Common Stock	Award	$0	+1K	+41.91%	$0.00	3.4K	Apr 1, 2022	Direct	F3
transaction	GWW	Common Stock	Tax liability	-$35.1K	-68	-2%	$515.79	3.33K	Apr 1, 2022	Direct	F4
transaction	GWW	Common Stock	Tax liability	-$27.3K	-53	-1.59%	$515.79	3.28K	Apr 1, 2022	Direct	F5

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
holding	GWW	Stock Option						1.69K	Apr 1, 2022	Common Stock	1.69K	$311.26	Direct	F6

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

Explanation of Responses:

Id	Content
F1	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.
F2	Shares withheld for tax withholding for the PRSU settlement described in footnote 1 above.
F3	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 will vest 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.
F4	Shares withheld for tax withholding for the partial settlement of the 4/1/2020 award of restricted stock units (RSUs). The RSU award is to be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award will vest in three tranches, where 1/3 vests on April 1, 2021, 1/3 vests on April 1, 2022, and the remainder vests on April 1, 2023.
F5	Shares withheld for tax withholding for the partial settlement of the 4/1/2021 award of restricted stock units (RSUs). The RSU award is to be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award will vest 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.
F6	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.