w19350_sc13ga6.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 6)

W.W. GRAINGER, INC.
(Name of Issuer)

Common Stock (par value $.50 per share)
(Title of Class of Securities)

384802–10–4
(CUSIP Number)

December 31, 2012
(Date of Event Which Requires Filing of this Statement)





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o
Rule 13d-1(b)
   
o
Rule 13d-1(c)
   
þ
Rule 13d-1(d)





 
 
 



CUSIP No.
384802–10–4
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
James D. Slavik
 
2.
Check the Appropriate Box if a Member of a Group                                                  (a) o
(See Instructions)                                                                                                            (b) þ
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
 
USA
 
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person With
5.
Sole Voting Power
 
3,292,057
 
6.
Shared Voting Power
 
   874,328
7.
Sole Dispositive Power
 
1,656,297
 
8.
Shared Dispositive Power
 
2,510,088
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,166,385

 
 
 


10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  þ
 
704,358
 
11.
Percent of Class Represented by Amount in Row (9)
 
6.00%
 
12.
Type of Reporting Person (See Instructions)
 
IN
 




 
 
 


Item 1.
 
(a)
Name of Issuer
 
W.W. GRAINGER, INC.
 
(b)
Address of Issuer's Principal Executive Offices
 
100 Grainger Parkway
Lake Forest, Illinois 60045
 
 
Item 2.
 
(a)
Name of Person Filing
 
James D. Slavik
 
 
(b)
Address of Principal Business Office or, if none, Residence
 
100 Bayview Circle, Suite 4500
Newport Beach, California 92660
 
 
(c)
Citizenship
 
USA
 
 
(d)
Title of Class of Securities
 
Common Stock (par value $.50 per share)
 
 
(e)
CUSIP Number
 
384802–10–4
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
       
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
       
 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
(j)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       
Item 4.
Ownership
   
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:
 
4,166,385
 
(b)
Percent of class:
 
6.00%  (Calculation is based on the number of shares shown to be outstanding as of September 30, 2012 on the Issuer’s report on Form 10-Q filed on November 1, 2012)
 
(c)
Number of shares as to which the person has:
 
   
(i)
Sole power to vote or to direct the vote
 
3,292,057
   
(ii)
Shared power to vote or to direct the vote
 
   874,328
   
(iii)
Sole power to dispose or to direct the disposition of
 
1,656,297
   
(iv)
Shared power to dispose or to direct the disposition of
 
2,510,088
 
 
Item 5.
Ownership of Five Percent or Less of a Class
   
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following __.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group
   
Not applicable.
 
Item 10.
Certification
 
Not applicable.
 


 
 
 


SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

    February 5, 2013
 
Date
    /s/ James D. Slavik
 
Signature
 
 
James D. Slavik
 
Name