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 ^* Macpherson Donald G	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 __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) 9/17/2020
(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	9/17/2020		M⁽¹⁾		16923	A	$204.01	69394	D
Common Stock	9/17/2020		S⁽¹⁾		1263	D	$353.2147 ⁽²⁾	68131	D
Common Stock	9/17/2020		S⁽¹⁾		2858	D	$354.4974 ⁽³⁾	65273	D
Common Stock	9/17/2020		S⁽¹⁾		479	D	$355.7646 ⁽⁴⁾	64794	D
Common Stock	9/17/2020		S⁽¹⁾		8094	D	$356.746 ⁽⁵⁾	56700	D
Common Stock	9/17/2020		S⁽¹⁾		2215	D	$357.2209 ⁽⁶⁾	54485	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)
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)
Stock Option	$204.01	9/17/2020		M ⁽¹⁾		16923		4/25/2015	4/24/2022	Common Stock	16923	$0.00	0	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							⁽⁷⁾	3/31/2029	Common Stock	30663		30663	D

Explanation of Responses:
(1)	Transaction pursuant to a previously adopted Rule 10b5-1 trading program.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.0500 to $354.0400, 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), (4), (5), and (6) to this Form 4.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $354.05 to $355.0200, inclusive.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $355.05 to $355.98, inclusive.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $356.1000 to $357.0800, inclusive.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $357.1000 to $357.4300, inclusive.
(7)	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
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Macpherson Donald G 100 GRAINGER PARKWAY LAKE FOREST, IL 60045	X		Chairman and CEO