SEC Form 4 · accession 0001209191-19-012408
W.W. GRAINGER, INC. · GWW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John L Howard
Officer — Sr. VP and General Counsel
Period of report
Feb 20, 2019
Accepted (ET)
Feb 22, 2019 · 10:35 am EST
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 | Feb 20, 2019 | A | 1,717 | $0.00 | A | 44,934 | D | |
| Common Stock | Feb 20, 2019 | F | 506 | $314.65 | D | 44,428 | D | |
| Common StockF3 | Feb 21, 2019 | S | 731 | $309.7089 | D | 43,697 | D | |
| Common StockF4 | Feb 21, 2019 | S | 460 | $310.6296 | D | 43,237 | D | |
| Common Stock | Feb 21, 2019 | S | 20 | $311.405 | D | 43,217 | 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 | $204.01 | holding | — | — | — | Apr 25, 2015 | Apr 24, 2022 | Common Stock | 11,716 | 11,716 | D |
| Stock Option | $245.86 | holding | — | — | — | Apr 24, 2016 | Apr 23, 2023 | Common Stock | 11,543 | 11,543 | D |
| Stock Option | $248.22 | holding | — | — | — | Apr 30, 2017 | Apr 29, 2024 | Common Stock | 7,360 | 7,360 | D |
| Stock Option | $231.88 | holding | — | — | — | Apr 1, 2018 | Mar 31, 2025 | Common Stock | 9,728 | 9,728 | D |
| Stock Option | $234.38 | holding | — | — | — | Apr 1, 2019 | Mar 31, 2026 | Common Stock | 12,390 | 12,390 | D |
| Stock Option | $231.20 | holding | — | — | — | Apr 3, 2020 | Apr 2, 2027 | Common Stock | 8,607 | 8,607 | D |
| Stock Option | $276.64 | holding | — | — | — | Apr 2, 2021 | Apr 1, 2028 | Common Stock | 8,979 | 8,979 | D |
Explanation of responses
- F1Performance vested stock units ("PSUs"), granted on January 1, 2016. The Company's performance over the three-year period ended December 31, 2018 achieved a payout equal to 97 percent of the 2016 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 20, 2019, upon the earlier determination and recommendation of the Compensation Committee of the Board.
- 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 $309.28 to $310.22, 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) and (4) 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 $310.28 to $311.07, inclusive.