MASCO CORP /DE/ — Director's Dealing 2016

May 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASCO CORP /DE/ (MAS)
CIK: 0000062996
Period of Report: 2016-05-05

Reporting Person: LOSH J MICHAEL (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-05	Common Stock	M	9117.0000	$28.6494	Acquired	62256.0000	Direct
2016-05-05	Common Stock	S	648.0000	$30.8400	Disposed	61608.0000	Direct
2016-05-05	Common Stock	F	8469.0000	$30.8400	Disposed	53139.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-05	Non-Employee Director Stock Option	$28.6494	M	9117.0000	Disposed	2016-05-09	Common Stock (9117.0000)	Direct

Footnotes

F1: In connection with the spin-off of TopBuild Corp. by Masco Corporation ("Masco") on June 30, 2015, outstanding unvested restricted stock awards granted by Masco to all equity plan participants, including to the reporting person, were adjusted on a value neutral basis to preserve the awards' pre-spin intrinsic value.

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 became exercisable in five equal annual installments commencing May 9, 2007.

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