John L. Howard - Apr 1, 2022 Form 4 Insider Report for W.W. GRAINGER, INC. (GWW)

Role
Sr. VP and General Counsel
Signature
Hugo Dubovoy, Jr., as attorney-in-fact
Stock symbol
GWW
Transactions as of
Apr 1, 2022
Transactions value $
-$1,559,752
Form type
4
Date filed
4/4/2022, 02:12 PM
Previous filing
Dec 7, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWW Common Stock Award $0 +1.99K +9.69% $0.00 22.6K Apr 1, 2022 Direct F1
transaction GWW Common Stock Tax liability -$437K -847 -3.75% $515.79 21.7K Apr 1, 2022 Direct F2
transaction GWW Common Stock Award $0 +1.05K +4.85% $0.00 22.8K Apr 1, 2022 Direct F3
transaction GWW Common Stock Tax liability -$241K -467 -2.05% $515.79 22.3K Apr 1, 2022 Direct F4
transaction GWW Common Stock Sale -$882K -1.73K -7.77% $509.24 20.6K Apr 1, 2022 Direct F5
holding GWW Common Stock 19K Apr 1, 2022 Family Trust F6

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 12.4K Apr 1, 2022 Common Stock 12.4K $234.38 Direct
holding GWW Stock Option 8.61K Apr 1, 2022 Common Stock 8.61K $231.20 Direct
holding GWW Stock Option 8.98K Apr 1, 2022 Common Stock 8.98K $276.64 Direct
holding GWW Stock Option 5.98K Apr 1, 2022 Common Stock 5.98K $311.26 Direct F7
* 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 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.
F4 Shares withheld for tax withholding for the restricted stock unit settlement described in footnote 3 above.
F5 Transaction pursuant to a previously adopted Rule 10b5-1 trading program.
F6 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.
F7 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.