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SHERWIN WILLIAMS CO Director's Dealing 2012

Feb 7, 2012

29898_dirs_2012-02-07_41d89a4b-abdf-4c15-9b3c-4f95f94e43ed.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2012-02-03

Reporting Person: STELLATO LOUIS E (Sr VP, General Counsel & Secy)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-03 Common Stock M 7000 $41.725 Acquired 57088.8 Direct
2012-02-03 Common Stock S 7000 $98.33 Disposed 50088.8 Direct
2012-02-03 Common Stock S 13735 $98.50 Disposed 36353.8 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-03 Employee Stock Option (Right to Buy) $41.725 M 5334 Disposed 2014-10-19 Common Stock (5334) Direct
2012-02-03 Employee Stock Option (Right to Buy) $41.725 M 1666 Disposed 2014-10-19 Common Stock (1666) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 22413.3 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 $98.30 to $98.49 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: Of shares listed, 31,040 are restricted and 225.80 are owned pursuant to the Dividend Reinvestment Plan per the trustee's 12/31/11 statement.

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.