MASCO CORP /DE/ — Director's Dealing 2021

May 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASCO CORP /DE/ (MAS)
CIK: 0000062996
Period of Report: 2021-05-03

Reporting Person: Cole Kenneth G. (VP, General Counsel and Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-03	Common Stock	M	17094.0000	$19.6641	Acquired	89869.0000	Direct
2021-05-03	Common Stock	S	15000.0000	$65.1240	Disposed	74869.0000	Direct
2021-05-03	Common Stock	S	17094.0000	$65.1030	Disposed	57775.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-03	Employee Stock Option	$19.6641	M	17094.0000	Disposed	2024-02-12	Common Stock (17094.0000)	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 $65.11 to $65.18, 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 footnotes (1) and (2) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.09 to $65.17, inclusive.

F3: 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.

F4: This option became exercisable in five equal annual installments commencing February 12, 2015.

F5: Grant of option under the Masco Corporation 2014 Long Term Stock Incentive Plan in transactions exempt under Rule 16b-3.