Names of Reporting Persons.
Check the Appropriate Box if a Member of a Group (See Instructions)
SEC Use Only
Source of Funds (See Instructions) 00
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
Citizenship or Place of Organization USA
Aggregate Amount Beneficially Owned by Each Reporting Person 5,886,264
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
Percent of Class Represented by Amount in Row (11) 8.44
Type of Reporting Person (See Instructions) IN
Security and Issuer This statement relates to beneficial ownership of shares of the common stock, $.50 par value ("Common Stock") of W.W. Grainger, Inc., an Illinois corporation (the "Issuer"), 100 Grainger Parkway, Lake Forest, Illinois 60045.
Identity and Background This is Amendment Number 16 to the Schedule 13D (the "13D") originally filed by the trustees of the W.W. Grainger Living Trust. It is filed by Mr. David W. Grainger, the only remaining trustee whose beneficial ownership of the Common Stock (as determined in accordance with Rule 13d‑3) exceeds 5%.
Source and Amount of Funds or Other Consideration Mr. Grainger serves as trustee of various family trusts (the "Grainger Trusts") established over a period of years. Mr. Grainger also serves as a member, director and officer of The Grainger Foundation Inc. (the "Foundation"), a charitable foundation funded by family gifts. The Grainger Trusts and the Foundation, since July 29, 1968, the effective date of Section 13(d)(1) of the Act, have acquired shares of Common Stock by gift and through mandatory conversion of Class B stock of the Issuer into Common Stock, on a share‑for‑share basis, from January 1, 1971 through January 1, 1975. No funds of the Grainger Trusts or the Foundation were used in the acquisition of such shares.
Purpose of Transaction The Grainger Trusts and the Foundation have acquired shares of the Common Stock by gift and through mandatory conversion of Class B stock of the Issuer into Common Stock. Shares of the Common Stock were not acquired for the purpose of obtaining control of the Issuer by Mr. Grainger. Mr. Grainger has beneficial ownership of 5,886,264 shares of Common Stock as of June 10, 2011, representing approximately 8.44% of the outstanding Common Stock. Mr. Grainger expressly disclaims any control of the Issuer.
Interest in Securities of the Issuer
Mr. Grainger is the beneficial owner of 5,886,264 shares (approximately 8.44% of the outstanding Common Stock), which includes 1,057,710 shares owned by the Foundation ("Foundation Shares"), of which he is a director and officer, and 4,828,554 shares owned by the Grainger Trusts ("Trust Shares").
Mr. Grainger shares voting and dispositive power over the Foundation Shares with the Foundation's other directors.
Included in the Trust Shares are 424,720 shares held in two trusts of which Mr. Grainger is a co-trustee. As such, Mr. Grainger shares voting and dispositive power over these shares.
Included in the Trust Shares are 386,430 shares held in trust for the benefit of Mr. Grainger's wife. Mr. Grainger is the sole trustee of this trust and, as such, has sole voting and dispositive power over these shares.
Included in the Trust Shares are 4,017,404 shares held in trust for the benefit of Mr. Grainger. Mr. Grainger is the sole trustee of this trust and, as such, has sole voting and dispositive power over these shares.
The voting and dispositive powers of Mr. Grainger are as follows:
On June 10, 2011, a gift of 17,500 shares was made by The Grainger Foundation. On June 3, 2011, two gifts totaling 25,000 shares were made by The Grainger Foundation. On May 26, 2011, a gift of 33,000 shares was made by one of the Grainger Trusts of which Mr. Grainger has sole voting and dispositive power. On May 19, 2011, a gift of 32,000 shares was made by one of the Grainger Trusts of which Mr. Grainger has sole voting and dispositive power.
All share information set forth herein has been adjusted for all stock splits and dividends declared through the date hereof.
The necessity of filing this statement under Section 13(d)(1) of the Act is disclaimed. This statement is being filed to ensure the reporting of current information and not to report any change in the reported information that is deemed “material” within the meaning of Section 13(d)(1) of the Act.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Material to be Filed as Exhibits