SHERWIN WILLIAMS CO — Director's Dealing 2012

Feb 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2012-02-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-16	Common Stock	F	10068	$99.45	Disposed	127884	Direct
2012-02-18	Common Stock	D	12500	—	Disposed	115384	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17891.58	Indirect

Footnotes

F1: Forfeiture of restricted stock under the 2006 Equity and Performance Incentive Plan because threshold performance goal was not achieved.

F2: Of shares listed, 38,210 are restricted.

F3: 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 12/31/11 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.