MASCO CORP /DE/ — Director's Dealing 2017

May 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASCO CORP /DE/ (MAS)
CIK: 0000062996
Period of Report: 2017-05-04

Reporting Person: VAN LOKEREN MARY ANN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-04	Common Stock	M	9117.0000	$26.6488	Acquired	68306.0000	Direct
2017-05-04	Common Stock	M	1823.0000	$8.7923	Acquired	70129.0000	Direct
2017-05-04	Common Stock	F	437.0000	$36.6780	Disposed	69692.0000	Direct
2017-05-04	Common Stock	S	1386.0000	$36.6780	Disposed	68306.0000	Direct
2017-05-04	Common Stock	S	2494.0000	$36.6805	Disposed	65812.0000	Direct
2017-05-04	Common Stock	F	6623.0000	$36.6805	Disposed	59189.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-04	Non-Employee Director Stock Option	$26.6488	M	9117.0000	Disposed	2017-05-08	Common Stock (9117.0000)	Direct
2017-05-04	Non-Employee Director Stock Option	$8.7923	M	1823.0000	Disposed	2019-05-12	Common Stock (1823.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2000.0000	Indirect

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 8, 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 May 12, 2010.