SEC Form 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Ferrarell, Timothy M.

(Last) (First) (Middle)

100 Grainger Parkway

(Street)

Lake Forest, IL 60045-5201

(City) (State) (Zip)

2. Issuer Name
and Ticker or Trading Symbol

W.W. Grainger, Inc.
GWW

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Day/Year

04/30/2003

5. If Amendment,
Date of Original
(Month/Day/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Director 10% Owner

X Officer (give title below) Other (specify below)

Description Senior Vice President, Enterprise Systems

7. 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.Transaction
Date
(Month/Day/Year)

2A. Deemed Execution Date, if any
(Month/Day/Year)

3. Transaction
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. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)

7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

Code

Amount

A/D

Price

Common Stock

24,615

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

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

1. Title of Derivative Security
(Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    Security

3. Transaction Date

(Month/
Day/
Year)

3A. Deemed Execution Date, if any

(Month/
Day/
Year)

4. Transaction Code
(Instr.8)

5. Number of Derivative
    Securities Acquired (A)
    or Disposed Of (D)

    (Instr. 3, 4 and 5)

6. Date Exercisable(DE) and
Expiration Date(ED)
(Month/Day/Year)

7. Title and Amount of
Underlying Securities
(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. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Code

Title

Amount or Number of Shares

Option

$30.75

4/27/1997

4/26/2004

Common Stock

2,240

Option

$31.0625

4/26/1998

4/25/2005

Common Stock

3,540

Option

$33.75

4/24/1999

4/23/2006

Common Stock

5,940

Option

$37.25

4/30/2000

4/29/2007

Common Stock

5,520

Option

$51.6875

4/29/2001

4/28/2008

Common Stock

5,120

Option

$48.625

4/28/2002

4/27/2009

Common Stock

6,170

Option

$42.8125

3/1/2003

2/28/2010

Common Stock

2,080

Option

$43.50

4/26/2003

4/25/2010

Common Stock

7,100

Option

$43.50

(01)

4/25/2010

Common Stock

1,070

Option

$37.50

4/25/2004

4/24/2011

Common Stock

10,000

Option

$37.50

4/25/2007

4/24/2011

Common Stock

710

Option

$54.61

4/24/2005

4/23/2012

Common Stock

15,000

Option

$45.50

04/30/2003

20,000

4/30/2006

4/29/2013

Common Stock

20,000

Explanation of Responses:

(01) Exercisable in four equal annual installments beginning 4/26/2001.

By:	Date:
/s/ K. S. Kirsner	05/01/2003
as attorney-in-fact
** Signature of Reporting Person	SEC 1474 (9-02)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FERRARELL TIMOTHY M 4