SHERWIN WILLIAMS CO — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2011-02-11

Reporting Person: HENNESSY SEAN P (Sr. VP-Finance and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	M	29524	$43.595	Acquired	149842	Direct
2011-02-11	Common Stock	S	29524	$85.96	Disposed	120318	Direct
2011-02-14	Common Stock	M	8183	$43.595	Acquired	128501	Direct
2011-02-14	Common Stock	S	8183	$85.11	Disposed	120318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-11	Employee Stock Option (Right to Buy)	$43.595	M	13334	Disposed	2015-10-20	Common Stock (13334)	Direct
2011-02-11	Employee Stock Option (Right to Buy)	$43.595	M	13333	Disposed	2015-10-20	Common Stock (13333)	Direct
2011-02-11	Employee Stock Option (Right to Buy)	$43.595	M	2857	Disposed	2015-10-20	Common Stock (2857)	Direct
2011-02-14	Employee Stock Option (Right to Buy)	$43.595	M	8183	Disposed	2015-10-20	Common Stock (8183)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17461.82	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.85 to $86.14 inclusive. The Reporting Person undertakes to provide to The Sherwin-Williams Company, any security holder of The Sherwin-Williams Company, 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 range set forth in this footnote 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 $84.94 to $85.46 inclusive. The Reporting Person undertakes to provide to The Sherwin-Williams Company, any security holder of The Sherwin-Williams Company, 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 range set forth in this footnote to this Form 4.

F3: Of shares listed, 60,500 are restricted.

F4: Represents the approximate number of shares of common stock for which the Reporting Person has the right to direct the vote under The Sherwin-Williams Company Employee Stock Purchase and Savings Plan per the trustee's 12/31/10 statement. Shares of common stock are not directly allocated to the Plan participants, but are instead held in a unitized fund consisting primarily of common stock and a small percentage of short-term investments. Participants acquire units of this fund.