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MASCO CORP /DE/ Director's Dealing 2015

Nov 4, 2015

30419_dirs_2015-11-04_72fd9997-9eb9-44eb-9f5d-3a2ad06bda1c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASCO CORP /DE/ (MAS)
CIK: 0000062996
Period of Report: 2015-11-04

Reporting Person: Allman Keith J. (Director, President and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-11-04 Common Stock M 30770.0000 $19.6641 Acquired 243278.0000 Direct
2015-11-04 Common Stock M 27351.0000 $26.6751 Acquired 270629.0000 Direct
2015-11-04 Common Stock M 14245.0000 $23.3407 Acquired 284874.0000 Direct
2015-11-04 Common Stock S 8308.0000 $29.2351 Disposed 276566.0000 Direct
2015-11-04 Common Stock F 12692.0000 $29.2344 Disposed 263874.0000 Direct
2015-11-04 Common Stock F 25329.0000 $29.2352 Disposed 238545.0000 Direct
2015-11-04 Common Stock F 26037.0000 $29.2357 Disposed 212508.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-11-04 Employee Stock Option $19.6641 M 30770.0000 Disposed 2024-02-12 Common Stock (30770.0000) Direct
2015-11-04 Employee Stock Option $26.6751 M 27351.0000 Disposed 2017-05-24 Common Stock (27351.0000) Direct
2015-11-04 Employee Stock Option $23.3407 M 14245.0000 Disposed 2016-07-26 Common Stock (14245.0000) 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 $29.18 to $29.27, 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: In connection with the spin-off of TopBuild Corp. by Masco Corporation ("Masco") on June 30, 2015, outstanding stock options granted under the Masco 2014 Long Term Stock Incentive Plan by Masco to all plan participants, including to the reporting person, were adjusted on a value neutral basis to preserve the options' pre-spin intrinsic value.

F3: This option is exercisable in five equal annual installments of 30,770 shares commencing February 12, 2015.

F4: Grant of option under the Masco Corporation 2014 Long Term Stock Incentive Plan in transactions exempt under Rule 16b-3.

F5: This option became exercisable in five equal annual installments commencing May 24, 2008.

F6: This option became exercisable in five equal annual installments commencing July 26, 2007.