SEC Form 4 · accession 0001209191-18-044982
W.W. GRAINGER, INC. · GWW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald G Macpherson
Officer — Chairman and CEO · Director
Period of report
Aug 1, 2018
Accepted (ET)
Aug 2, 2018 · 4:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000277135
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 1, 2018 | A | 8,507 | $0.00 | A | 39,118 | D | |
| Common Stock | Aug 1, 2018 | M | 24,876 | $149.02 | A | 63,994 | D | |
| Common StockF3 | Aug 1, 2018 | S | 1,990 | $339.9732 | D | 62,004 | D | |
| Common StockF4 | Aug 1, 2018 | S | 3,610 | $340.7805 | D | 58,394 | D | |
| Common StockF5 | Aug 1, 2018 | S | 7,064 | $341.7857 | D | 51,330 | D | |
| Common StockF6 | Aug 1, 2018 | S | 3,884 | $342.6813 | D | 47,446 | D | |
| Common StockF7 | Aug 1, 2018 | S | 700 | $343.8114 | D | 46,746 | D | |
| Common StockF8 | Aug 1, 2018 | S | 2,900 | $344.9099 | D | 43,846 | D | |
| Common StockF9 | Aug 1, 2018 | S | 900 | $346.1333 | D | 42,946 | D | |
| Common StockF10 | Aug 1, 2018 | S | 300 | $346.8433 | D | 42,646 | D | |
| Common Stock | Aug 1, 2018 | S | 100 | $349.43 | D | 42,546 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option | $149.02 | Aug 1, 2018 | M | 24,876 | D | Apr 27, 2014 | Apr 26, 2021 | Common Stock | 24,876 | 0 | D |
| Stock Option | $204.01 | holding | — | — | — | Apr 25, 2015 | Apr 24, 2022 | Common Stock | 16,923 | 16,923 | D |
| Stock Option | $245.86 | holding | — | — | — | Apr 24, 2016 | Apr 23, 2023 | Common Stock | 15,741 | 15,741 | D |
| Stock Option | $248.22 | holding | — | — | — | Apr 30, 2017 | Apr 29, 2024 | Common Stock | 12,266 | 12,266 | D |
| Stock Option | $231.88 | holding | — | — | — | Apr 1, 2018 | Mar 31, 2025 | Common Stock | 14,380 | 14,380 | D |
| Stock Option | $234.38 | holding | — | — | — | Apr 1, 2019 | Mar 31, 2026 | Common Stock | 23,827 | 23,827 | D |
| Stock Option | $231.20 | holding | — | — | — | Apr 3, 2020 | Apr 2, 2027 | Common Stock | 36,415 | 36,415 | D |
| Stock Option | $276.64 | holding | — | — | — | Apr 2, 2021 | Apr 1, 2028 | Common Stock | 46,063 | 46,063 | D |
Explanation of responses
- F1These were performance vested restricted stock units ("PRSUs"), granted on August 1, 2015. The performance goals for the three-year period ended July 31, 2018 were met, as certified by W.W. Grainger, Inc.'s (the "Company") Compensation Committee of the Board of Directors on August 1, 2018. The PRSUs will vest on August 1, 2022 if Reporting Person remains continuously employed by the Company through that date.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $346.77 to $346.88, inclusive.
- F2Transaction pursuant to a previously adopted Rule 10b5-1 trading program.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $339.29 to $340.28, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, 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) through (10) to this Form 4.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $340.29 to $341.26, inclusive.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $341.32 to $342.31, inclusive.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $342.33 to $343.29, inclusive.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $343.43 to $344.41, inclusive.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $344.45 to $345.43, inclusive.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $345.66 to $346.62, inclusive.