MASCO CORP /DE/ — Director's Dealing 2016

Jul 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASCO CORP /DE/ (MAS)
CIK: 0000062996
Period of Report: 2016-07-28

Reporting Person: Sznewajs John G (VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-28	Common Stock	M	79774.0000	$26.4645	Acquired	295979.0000	Direct
2016-07-28	Common Stock	M	45585.0000	$26.6751	Acquired	341564.0000	Direct
2016-07-28	Common Stock	S	6950.0000	$37.2332	Disposed	334614.0000	Direct
2016-07-28	Common Stock	S	12403.0000	$37.2203	Disposed	322211.0000	Direct
2016-07-28	Common Stock	F	38635.0000	$37.2232	Disposed	283576.0000	Direct
2016-07-28	Common Stock	F	67371.0000	$37.2203	Disposed	216205.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-28	Employee Stock Option	$26.6751	M	45585.0000	Disposed	2017-05-24	Common Stock (45585.0000)	Direct
2016-07-28	Employee Stock Option	$26.4645	M	79774.0000	Disposed	2017-06-02	Common Stock (79774.0000)	Direct

Footnotes

F1: 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.

F2: This option became exercisable in five equal annual installments commencing May 24, 2008.

F3: Grant of option under the Masco Corporation 2014 Long Term Stock Incentive Plan in transactions exempt under Rule 16b-3.

F4: This option became exercisable in five equal annual installments commencing June 2, 2008.