MASCO CORP /DE/ — Director's Dealing 2014

Jun 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASCO CORP /DE/ (MAS)
CIK: 0000062996
Period of Report: 2014-06-05

Reporting Person: Cole Kenneth G. (VP, General Counsel and Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-05	Common Stock	M	8000.0000	$13.8100	Acquired	61283.0000	Direct
2014-06-05	Common Stock	M	2100.0000	$8.0300	Acquired	63383.0000	Direct
2014-06-05	Common Stock	F	1168.0000	$22.3801	Disposed	62215.0000	Direct
2014-06-05	Common Stock	S	3052.0000	$22.3887	Disposed	59163.0000	Direct
2014-06-05	Common Stock	F	5880.0000	$22.3927	Disposed	53283.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-05	Employee Stock Option	$8.0300	M	2100.0000	Disposed	2019-02-09	Common Stock (2100.0000)	Direct
2014-06-05	Employee Stock Option	$13.8100	M	8000.0000	Disposed	2020-02-12	Common Stock (8000.0000)	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 $22.3801 to $22.3950, 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 this footnote (1) to this Form 4.

F2: This option became exercisable in five equal annual installments of 2,100 shares commencing February 9, 2010.

F3: Grant of option under Masco Corporation 2005 Long Term Stock Incentive Plan, as amended, in transactions exempt under Rule 16b-3.

F4: This option is exercisable in five equal annual installments of 3,200 shares commencing February 12, 2011.