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)

4/29/2020
(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)
Code V Amount (A) or (D) Price
Common Stock         8342 D  
Common Stock         350314 I By Trust (1)
Common Stock         48939 I By Trust (1)
Common Stock         1554 I By Trust (2)
Common Stock         704359 I By Trust (3)
Common Stock         1635760 I By Corporation (4)
Common Stock         2763534 I By LLC (5)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Units  (6)4/29/2020  A   576     (7) (7)Common Stock 576 $286.02 576 D  

Explanation of Responses:
(1) Shares held by trusts for which Ms. Slavik Williams serves as trustee and is the sole beneficiary.
(2) Shares held by 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) Shares held by trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares.
(4) 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.
(5) 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.
(6) 1-for-1
(7) 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
Director10% OwnerOfficerOther
Williams Susan Slavik
100 GRAINGER PARKWAY
LAKE FOREST, IL 60045
X



Signatures
Hugo Dubovoy, as attorney-in-fact4/30/2020
**Signature of Reporting PersonDate

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