|
Number
of
|
7.
|
Sole Voting
Power
|
5,988,834
|
|
Shares
|
|||
|
Beneficially
|
8.
|
Shared Voting
Power
|
759,930
|
|
Owned
By
|
|||
|
Each
|
9.
|
Sole
Dispositive Power
|
5,988,834
|
|
Reporting
|
|||
|
Person
|
10.
|
Shared
Dispositive Power
|
759,930
|
|
With
|
|
Item
1.
|
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.
|
|
Item 2.
|
Identity and
Background This is Amendment Number 10 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%.
|
|
|
Mr. Grainger
is a citizen of the United States of America and Senior Chairman of the
Issuer. Mr. Grainger’s business address is 100 Grainger
Parkway, Lake Forest, Illinois 60045. He has not, during the
last five years, been convicted in any criminal
proceeding.
|
|
|
Mr. Grainger
has not, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of
which he was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
|
|
Item 3.
|
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.
|
|
Item 4.
|
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 6,748,764 shares of Common Stock as
of February 12, 2009, representing approximately 9.01% of the outstanding
Common Stock. Mr. Grainger expressly disclaims any control of
the Issuer.
|
|
Item
5.
|
Interest in Securities
of the Issuer
|
|
|
(a)
|
Mr. Grainger
is the beneficial owner of 6,748,764 shares (approximately 9.01% of the
outstanding Common Stock), which includes 235,210 shares owned by the
Foundation ("Foundation Shares"), of which he is a director and officer,
and 6,513,554 shares owned by the Grainger Trusts ("Trust
Shares").
|
|
|
(b)
|
Mr. Grainger
shares voting and dispositive power over the Foundation Shares with the
Foundation's other directors.
|
|
|
(c)
|
Included in
the Trust Shares are 524,720 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.
|
|
|
(d)
|
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 voting and dispositive power over these
shares.
|
|
|
(e)
|
Included in
the Trust Shares are 5,602,404 shares held in trust for the benefit of Mr.
Grainger. Mr. Grainger is the sole trustee of this trust and,
as such, has voting and dispositive power over these
shares.
|
|
|
(f)
|
The voting
and dispositive powers of Mr. Grainger are as
follows:
|
|
Voting
Power
|
Dispositive
Power
|
|||||
|
Sole
|
Shared
|
Sole
|
Shared
|
|||
|
5,988,834
|
759,930
|
5,988,834
|
759,930
|
|||
|
|
(g)
|
On February
12, 2009, an open market sale of 200,000 shares was made by The Grainger
Foundation at an average price of $ 73.5855 per share. On
December 17, 2008, two trusts of which Mr. Grainger shares voting and
dispositive power each made open market sales of 100,000 shares at an
average price of $73.7877 per share, resulting in a total disposition of
200,000 shares. On December 16, 2008, an open market sale of
100,000 shares was made by The Grainger Foundation at an average price of
$73.00 per share. There were no other transactions during the
sixty days prior thereto.
|
|
|
(h)
|
All share
information set forth herein has been adjusted for all stock splits and
dividends declared through the date
hereof.
|
|
|
(i)
|
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.
|
|
|
None.
|