Statement of Changes in Beneficial Ownership (4)

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 ^* Williams Susan Slavik	2. Issuer Name and Ticker or Trading Symbol W.W. GRAINGER, INC. [ GWW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 100 GRAINGER PARKWAY	3. Date of Earliest Transaction (MM/DD/YYYY) 8/24/2020
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								8342	D
Common Stock								350314	I	In Trust ⁽¹⁾
Common Stock								48939	I	In Trust ⁽¹⁾
Common Stock								1554	I	In Trust ⁽²⁾
Common Stock	8/24/2020		S		2100	D	$346.7056 ⁽³⁾	702259	I	In Trust ⁽⁴⁾
Common Stock	8/24/2020		S		5861	D	$347.4675 ⁽⁵⁾	696398	I	In Trust ⁽⁴⁾
Common Stock	8/24/2020		S		8009	D	$348.5307 ⁽⁶⁾	688389	I	In Trust ⁽⁴⁾
Common Stock	8/24/2020		S		800	D	$349.2039 ⁽⁷⁾	687589	I	In Trust ⁽⁴⁾
Common Stock	8/24/2020		S		3595	D	$350.793 ⁽⁸⁾	683994	I	In Trust ⁽⁴⁾
Common Stock	8/24/2020		S		635	D	$351.3492 ⁽⁹⁾	683359	I	In Trust ⁽⁴⁾
Common Stock	8/25/2020		S		5969	D	$351.4364 ⁽¹⁰⁾	677390	I	In Trust ⁽⁴⁾
Common Stock	8/25/2020		S		6669	D	$352.3377 ⁽¹¹⁾	670721	I	In Trust ⁽⁴⁾
Common Stock	8/25/2020		S		3000	D	$353.3597 ⁽¹²⁾	667721	I	In Trust ⁽⁴⁾
Common Stock	8/25/2020		S		4362	D	$354.3155 ⁽¹³⁾	663359	I	In Trust ⁽⁴⁾
Common Stock								1635760	I	By Corporation ⁽¹⁴⁾
Common Stock	8/19/2020		G	V	82000	D	$0.00	2681534	I	By LLC ⁽¹⁵⁾
Common Stock	8/19/2020		G	V	46000	A	$0.00	46000	I	In Trust ⁽¹⁶⁾
Common Stock	8/24/2020		S		2508	D	$346.6314 ⁽¹⁷⁾	43492	I	In Trust ⁽¹⁶⁾
Common Stock	8/24/2020		S		10071	D	$347.5329 ⁽¹⁸⁾	33421	I	In Trust ⁽¹⁶⁾
Common Stock	8/24/2020		S		12104	D	$348.5698 ⁽¹⁹⁾	21317	I	In Trust ⁽¹⁶⁾
Common Stock	8/24/2020		S		7000	D	$349.157 ⁽²⁰⁾	14317	I	In Trust ⁽¹⁶⁾
Common Stock	8/24/2020		S		6307	D	$350.5806 ⁽²¹⁾	8010	I	In Trust ⁽¹⁶⁾
Common Stock	8/24/2020		S		5110	D	$351.5083 ⁽²²⁾	2900	I	In Trust ⁽¹⁶⁾
Common Stock	8/24/2020		S		2900	D	$352.4145 ⁽²³⁾	0	I	In Trust ⁽¹⁶⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽²⁴⁾							⁽²⁵⁾	⁽²⁵⁾	Common Stock	579		579	D

Explanation of Responses:
(1)	Shares held in trusts for which Ms. Slavik Williams serves as trustee and is the sole beneficiary.
(2)	Shares held in trust for which Ms. Slavik Williams serves as trustee and she and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest in such shares.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $346.03 to $347.00, 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 footnotes 3, 5, 6, 7, 8, and 9.
(4)	Shares held in trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. Ms. Slavik Williams disclaims beneficial ownership of such shares.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $347.04 to $347.9785, inclusive.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.05 to $348.97, inclusive.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $349.05 to $349.52, inclusive.
(8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.28 to $351.26, inclusive.
(9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.28 to $351.48, inclusive.
(10)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.83 to $351.78, 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 footnotes 10, 11, 12, and 13.
(11)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.83 to $352.80, inclusive.
(12)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.87 to $353.73, inclusive.
(13)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.89 to $354.83, inclusive.
(14)	Shares held by corporation of which Ms. Slavik Williams is a director. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein.
(15)	Shares held by limited liability company of which Ms. Slavik Williams is the sole manager. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein.
(16)	Shares held in trust for which Ms. Slavik Williams serves as trustee and she and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest in such shares.
(17)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $346.00 to $346.99, 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 footnotes 17, 18, 19, 20, 21, 22, and 23.
(18)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $347.00 to $347.999, inclusive.
(19)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.08 to $348.98, inclusive.
(20)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $349.04 to $349.22, inclusive.
(21)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.07 to $350.98, inclusive.
(22)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.19 to $351.99, inclusive.
(23)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.14 to $353.09, inclusive.
(24)	1-for-1
(25)	The stock units are expected to settle in shares of common stock on a one-for-one basis following end of service as a director.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Williams Susan Slavik 100 GRAINGER PARKWAY LAKE FOREST, IL 60045	X