Deidra C. Merriwether - Apr 1, 2024 Form 4 Insider Report for W.W. GRAINGER, INC. (GWW)

Signature
/s/ Ronald J. Edwards, by POA from Deidra C. Merriwether, Sr. VP & CFO
Stock symbol
GWW
Transactions as of
Apr 1, 2024
Transactions value $
-$1,598,178
Form type
4
Date filed
4/3/2024, 04:39 PM
Previous filing
Feb 12, 2024
Next filing
May 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWW Common Stock Award $0 +1.96K +21.08% $0.00 11.2K Apr 1, 2024 Direct F1
transaction GWW Common Stock Tax liability -$882K -867 -7.71% $1,017.30 10.4K Apr 1, 2024 Direct F2
transaction GWW Common Stock Award $0 +1.11K +10.65% $0.00 11.5K Apr 1, 2024 Direct F3
transaction GWW Common Stock Tax liability -$238K -234 -2.04% $1,017.30 11.2K Apr 1, 2024 Direct F4
transaction GWW Common Stock Tax liability -$256K -252 -2.24% $1,017.30 11K Apr 1, 2024 Direct F5
transaction GWW Common Stock Tax liability -$222K -218 -1.98% $1,017.30 10.8K Apr 1, 2024 Direct F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding GWW Stock Option 2.34K Apr 1, 2024 Common Stock 2.34K $311.26 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These were performance vested stock units ("PSUs"), granted on January 1, 2021. The Company's performance over the three-year period ended December 31, 2023 achieved a payout equal to 124% of the 2021 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 21, 2024, upon the earlier determination of the Compensation Committee of the Board.
F2 Shares withheld for tax withholding for the PSU settlement described in footnote 1 above.
F3 April 1, 2024 award of restricted stock units to be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award will vest in three tranches, where 1/3 vests on April 1, 2025, 1/3 vests on April 1, 2026, and the remainder vests on April 1, 2027.
F4 Shares withheld for tax withholding for the partial settlement of the April 1, 2021 award of restricted stock units (RSUs). The RSU award is to be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award will vest in three tranches, where 1/3 vests on April 1, 2022, 1/3 vests on April 1, 2023, and the remainder vests on April 1, 2024.
F5 Shares withheld for tax withholding for the partial settlement of the April 1, 2022 award of restricted stock units (RSUs). The RSU award is to be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award will vest in three tranches, where 1/3 vests on April 1, 2023, 1/3 vests on April 1, 2024, and the remainder vests on April 1, 2025.
F6 Shares withheld for tax withholding for the partial settlement of the April 1, 2023 award of restricted stock units (RSUs). The RSU award is to be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis. This award will vest in three tranches, where 1/3 vests on April 1, 2024, 1/3 vests on April 1, 2025, and the remainder vests on April 1, 2026.
F7 The stock option fully vested in three years, where 1/3 vested on April 1, 2020, 1/3 vested on April 1, 2021, and the remainder vested on April 1, 2022.