Statement of Changes in Beneficial Ownership (4)
February 20 2020 - 4:51PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Macpherson Donald G |
2. Issuer Name and Ticker or Trading Symbol
W.W. GRAINGER, INC.
[
GWW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO |
(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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/19/2020 | | A(1) | | 13232 | A | $0.00 | 55778 | D | |
Common Stock | 2/19/2020 | | F | | 5418 | D | $338.52 | 50360 | D | |
Common Stock | 2/19/2020 | | S(2) | | 7814 | D | $306.9582 (3) | 42546 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | $204.01 | | | | | | | 4/25/2015 | 4/24/2022 | Common Stock | 16923 | | 16923 | D | |
Stock Option | $245.86 | | | | | | | 4/24/2016 | 4/23/2023 | Common Stock | 15741 | | 15741 | D | |
Stock Option | $248.22 | | | | | | | 4/30/2017 | 4/29/2024 | Common Stock | 12266 | | 12266 | D | |
Stock Option | $231.88 | | | | | | | 4/1/2018 | 3/31/2025 | Common Stock | 14380 | | 14380 | D | |
Stock Option | $234.38 | | | | | | | 4/1/2019 | 3/31/2026 | Common Stock | 23827 | | 23827 | D | |
Stock Option | $231.20 | | | | | | | 4/3/2020 | 4/2/2027 | Common Stock | 36415 | | 36415 | D | |
Stock Option | $276.64 | | | | | | | 4/2/2021 | 4/1/2028 | Common Stock | 46063 | | 46063 | D | |
Stock Option | $311.26 | | | | | | | (4) | 3/31/2029 | Common Stock | 30663 | | 30663 | 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 $306.56 to $307.28, 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Macpherson Donald G 100 GRAINGER PARKWAY LAKE FOREST, IL 60045 | X |
| Chairman and CEO |
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Signatures
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Hugo Dubovoy, Jr., as attorney-in-fact | | 2/20/2020 |
**Signature of Reporting Person | Date |
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