MASCO CORP /DE/ — Director's Dealing 2014

Mar 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASCO CORP /DE/ (MAS)
CIK: 0000062996
Period of Report: 2014-03-06

Reporting Person: WADHAMS TIMOTHY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-06	Common Stock	M	816000.0000	$18.5800	Acquired	1509239.0000	Direct
2014-03-06	Common Stock	S	93807.0000	$23.5797	Disposed	1415432.0000	Direct
2014-03-06	Common Stock	F	722193.0000	$23.5637	Disposed	693239.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-06	Employee Stock Option	$18.5800	M	816000.0000	Disposed	2018-05-12	Common Stock (816000.0000)	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 $23.520 to $23.605, 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 commencing May 12, 2009.

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