SHERWIN WILLIAMS CO — Director's Dealing 2012

Jul 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2012-07-25

Reporting Person: HOPKINS THOMAS E (Sr. VP-Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-25	Common Stock	M	1576	$63.44	Acquired	34346	Direct
2012-07-25	Common Stock	M	1682	$59.435	Acquired	36028	Direct
2012-07-25	Common Stock	F	1536	$130.10	Disposed	34492	Direct
2012-07-26	Common Stock	M	13424	$63.44	Acquired	47916	Direct
2012-07-26	Common Stock	S	700	$131.40	Disposed	47216	Direct
2012-07-26	Common Stock	S	9624	$133.12	Disposed	37592	Direct
2012-07-26	Common Stock	S	3100	$133.58	Disposed	34492	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-25	Employee Stock Option (Right to Buy)	$59.435	M	1682	Disposed	2016-10-17	Common Stock (1682)	Direct
2012-07-25	Employee Stock Option (Right to Buy)	$63.44	M	1576	Disposed	2017-10-18	Common Stock (1576)	Direct
2012-07-26	Employee Stock Option (Right to Buy)	$63.44	M	5000	Disposed	2017-10-18	Common Stock (5000)	Direct
2012-07-26	Employee Stock Option (Right to Buy)	$63.44	M	5000	Disposed	2017-10-18	Common Stock (5000)	Direct
2012-07-26	Employee Stock Option (Right to Buy)	$63.44	M	3424	Disposed	2017-10-18	Common Stock (3424)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30648.99	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 $131.35 to $131.54 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 ranges 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 $132.44 to $133.43 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 ranges set forth in this footnote to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.44 to $133.87 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 ranges set forth in this footnote to this Form 4.

F4: Of shares listed, 18,090 are restricted.

F5: 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 6/30/12 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.