MASCO CORP /DE/ — Director's Dealing 2013

Mar 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASCO CORP /DE/ (MAS)
CIK: 0000062996
Period of Report: 2013-03-14

Reporting Person: Shah Jai (VP - Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-14	Common Stock	M	48000.0000	$8.0300	Acquired	175571.0000	Direct
2013-03-14	Common Stock	S	18906.0000	$20.3455	Disposed	156665.0000	Direct
2013-03-14	Common Stock	S	21200.0000	$20.4615	Disposed	135465.0000	Direct
2013-03-14	Common Stock	F	29094.0000	$20.3455	Disposed	106371.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-14	Employee Stock Option	$8.0300	M	48000.0000	Disposed	2019-02-09	Common Stock (48000.0000)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.3301 to $20.3650, inclusive.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.46 to $20.47, inclusive. The reporting person undertakes to provide to Masco Corporation, any security holder of Masco Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.

F3: This option, representing a right to purchase 60,000 shares, is exercisable in five equal annual installments of 12,000 shares commencing February 9, 2010.

F4: Grant of option under Masco Corporation 2005 Long Term Stock Incentive Plan, as amended, in transactions exempt under Rule 16b-3.