0001181431-12-056656.txt : 20121105 0001181431-12-056656.hdr.sgml : 20121105 20121105150551 ACCESSION NUMBER: 0001181431-12-056656 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121101 FILED AS OF DATE: 20121105 DATE AS OF CHANGE: 20121105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GRAINGER W W INC CENTRAL INDEX KEY: 0000277135 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS [5000] IRS NUMBER: 361150280 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 GRAINGER PARKWAY CITY: LAKE FOREST STATE: IL ZIP: 60045-5201 BUSINESS PHONE: 847-535-1000 MAIL ADDRESS: STREET 1: 100 GRAINGER PARKWAY CITY: LAKE FOREST STATE: IL ZIP: 60045 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLAVIK JAMES D CENTRAL INDEX KEY: 0001194175 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05684 FILM NUMBER: 121179839 MAIL ADDRESS: STREET 1: 100 GRAINGER PARKWAY CITY: LAKE FOREST STATE: IL ZIP: 60045 4 1 rrd359205.xml FORM 4 X0306 4 2012-11-01 0 0000277135 GRAINGER W W INC GWW 0001194175 SLAVIK JAMES D 100 GRAINGER PARKWAY LAKE FOREST IL 60045-5201 1 0 0 0 Common Stock 2012-11-01 4 J 0 249998 0 D 828194 D Common Stock 68847 I See Footnote Common Stock 2012-11-01 4 J 0 5000 0 D 1039490 I See Footnote Common Stock 1635760 I See Footnote Common Stock 87306 I See Footnote Common Stock 2012-11-01 4 J 0 688 0 D 0 I See Footnote Common Stock 2012-11-01 4 J 0 255686 0 A 255686 I See Footnote Stock Units Common Stock 15319 15319 D Shares held by trusts of which Mr. Slavik is a beneficiary and trustee or co-trustee. Shares held by or FBO Mr. Slavik's children. Mr. Slavik disclaims beneficial ownership of such shares. Shares held by corporation of which Mr. Slavik is a shareholder, director & officer. Mr. Slavik disclaims beneficial ownership of such shares. Shares held by trusts of which Mr. Slavik is a trustee or co-trustee. Mr. Slavik disclaims beneficial ownership of such shares. Shares held by Mr. Slavik's wife. Mr. Slavik disclaims beneficial ownership of such shares. Represents shares contributed to Emerald Bay Ventures II, LLC on November 1, 2012. See Footnotes 7 and 8. Represents shares contributed to Emerald Bay Ventures II, LLC ("Emerald") on November 1, 2012 in exchange for units in Emerald. Units were issued by Emerald to the former owners of such shares in proportion to the number of shares contributed by each. Shares owned by Emerald Bay Ventures II, LLC, of which Mr. Slavik is the sole manager. Mr. Slavik disclaims beneficial ownership of such shares except to the extent of his pecuniary interest. 1-for-1 The stock units are expected to settle in shares of common stock on a one-for-one basis following termination of service as a director. EXHIBIT LIST: Exhibit 24 - Power of Attorney Aimee M. Nolan, as attorney-in-fact 2012-11-05 EX-24. 2 rrd322343_364427.htm EXHIBIT 24 - POWER OF ATTORNEY rrd322343_364427.html 
                                                                   EXHIBIT 24

                      POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of John L. Howard, David L. Rawlinson and Aimee M. Nolan, signing singly, the
undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned Forms 3, 4, 5, and 144 relating
to equity securities of W.W. Grainger, Inc. (the "Company") in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder and Rule 144 under the Securities Act of 1933;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete any such Form 3, 4, 5, or 144 and
timely file the same with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of the attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by the attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain
such terms and conditions as the attorney-in-fact may approve in his or her
discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever requisite, necessary or proper to
be done in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the attorney-in-fact might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming all that the
attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934 or Rule 144 under the Securities Act of 1933.

This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, 5, and 144 with respect to the undersigned's
holdings of and transactions in equity securities of the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the 30th day of October, 2012.



		/s/James D. Slavik