SHERWIN WILLIAMS CO — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2012-02-01

Reporting Person: Connor Christopher M (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	200000	$31.20	Acquired	729217.07	Direct
2012-02-01	Common Stock	M	135000	$41.725	Acquired	864217.07	Direct
2012-02-01	Common Stock	S	276526	$96.77	Disposed	587691.07	Direct
2012-02-01	Common Stock	S	18474	$97.30	Disposed	569217.07	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Employee Stock Option (Right to Buy)	$31.20	M	66667	Disposed	2013-10-23	Common Stock (66667)	Direct
2012-02-01	Employee Stock Option (Right to Buy)	$31.20	M	66667	Disposed	2013-10-23	Common Stock (66667)	Direct
2012-02-01	Employee Stock Option (Right to Buy)	$31.20	M	66666	Disposed	2013-10-23	Common Stock (66666)	Direct
2012-02-01	Employee Stock Option (Right to Buy)	$41.725	M	45000	Disposed	2014-10-19	Common Stock (45000)	Direct
2012-02-01	Employee Stock Option (Right to Buy)	$41.725	M	45000	Disposed	2014-10-19	Common Stock (45000)	Direct
2012-02-01	Employee Stock Option (Right to Buy)	$41.725	M	45000	Disposed	2014-10-19	Common Stock (45000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	47723.29	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 $96.24 to $97.23 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 $97.25 to $97.35 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, 210,800 are restricted and 500.07 are owned pursuant to the Dividend Reinvestment Plan per the trustee's 12/31/11 statement.

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 12/31/11 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.