GWW WW Grainger Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Merriwether Deidra C	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) Sr. VP (See Remarks)
(Last)          (First)          (Middle) 100 GRAINGER PARKWAY	3. Date of Earliest Transaction (MM/DD/YYYY) 2/19/2020
(Street) LAKE FOREST, IL 60045 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/19/2020		A(1)		843	A	$0.00	5935	D
Common Stock	2/19/2020		F		255	D	$338.52	5680	D
Common Stock	2/19/2020		S(2)		588	D	$307.031 (3)	5092	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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	$248.22							4/30/2017	4/29/2024	Common Stock	2127		2127	D
Stock Option	$231.88							4/1/2018	3/31/2025	Common Stock	2496		2496	D
Stock Option	$234.38							4/1/2019	3/31/2026	Common Stock	2860		2860	D
Stock Option	$231.20							4/3/2020	4/2/2027	Common Stock	2318		2318	D
Stock Option	$276.64							4/2/2021	4/1/2028	Common Stock	3123		3123	D
Stock Option	$311.26							(4)	3/31/2029	Common Stock	2339		2339	D

Explanation of Responses:
(1)	These were performance vested stock units ("PSUs"), granted on January 1, 2017. The Company's performance over the three-year period ended December 31, 2019 achieved a payout equal to 109% of the 2017 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 19, 2020, upon the earlier determination of the Compensation Committee of the Board.
(2)	Transaction pursuant to a previously adopted Rule 10b5-1 trading program.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.80 to $307.32, 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 this footnote (3).
(4)	The stock option will fully vest in three years, where 1/3 shall vest on April 1, 2020, 1/3 shall vest on April 1, 2021, and the remainder shall vest on April 1, 2022.

Remarks: Reporting Person's full title is Senior Vice President, and President, North American Sales & Services.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Merriwether Deidra C 100 GRAINGER PARKWAY LAKE FOREST, IL 60045			Sr. VP (See Remarks)

Signatures
Hugo Dubovoy, Jr., as attorney-in-fact		2/20/2020
**Signature of Reporting Person		Date