Donald G. Macpherson - Apr 1, 2023 Form 4 Insider Report for W.W. GRAINGER, INC. (GWW)

Role: Chairman and CEO, Director
Signature: James Colin McGee, by POA From Donald G. Macpherson, Chairman and CEO
Stock symbol: GWW
Transactions as of: Apr 1, 2023
Transactions value $: -$5,992,647
Form type: 4
Date filed: 4/4/2023, 01:43 PM
Previous filing: Mar 6, 2023
Next filing: May 11, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GWW	Common Stock	Award	$0	+12.2K	+15.21%	$0.00	92.4K	Apr 1, 2023	Direct	F1
transaction	GWW	Common Stock	Tax liability	-$3.73M	-5.41K	-5.85%	$688.81	87K	Apr 1, 2023	Direct	F2
transaction	GWW	Common Stock	Award	$0	+3.92K	+4.5%	$0.00	91K	Apr 1, 2023	Direct	F3
transaction	GWW	Common Stock	Tax liability	-$1.01M	-1.47K	-1.61%	$688.81	89.5K	Apr 1, 2023	Direct	F4
transaction	GWW	Common Stock	Tax liability	-$681K	-988	-1.1%	$688.81	88.5K	Apr 1, 2023	Direct	F5
transaction	GWW	Common Stock	Tax liability	-$577K	-837	-0.95%	$688.81	87.7K	Apr 1, 2023	Direct	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						46.1K	Apr 1, 2023	Common Stock	46.1K	$276.64	Direct
holding	GWW	Stock Option						30.7K	Apr 1, 2023	Common Stock	30.7K	$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 stock units ("PSUs"), granted on January 1, 2020. The Company's performance over the three-year period ended December 31, 2022 achieved a payout equal to 123% of the 2020 PSU 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 15, 2023, upon the earlier determination of the Compensation Committee of the Board.
F2	Shares withheld for tax withholding for the PSU settlement described in footnote 1 above.
F3	April 1, 2023 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, 2024, 1/3 vests on April 1, 2025, and the remainder vests on April 1, 2026.
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	Shares withheld for tax withholding for the partial settlement of the 4/1/2022 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, 2023, 1/3 vests on April 1, 2024, and the remainder vests on April 1, 2025.
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.