SHERWIN WILLIAMS CO — Director's Dealing 2012

Jan 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2012-01-06

Reporting Person: Kadien Thomas G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-06	Common Stock	A	116	$92.50	Acquired	1277	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-06	Phantom Stock Units	$	A	315.19	Acquired		Common Stock ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6310	Direct

Footnotes

F1: Shares were acquired in an exempt transaction in connection with the Director Deferred Fee Plan; Reporting Person has the right to direct the vote for such shares.

F2: Shares listed are held pursuant to the Director Deferred Fee Plan, which includes shares acquired pursuant to the dividend reinvestment feature of such plan.

F3: Of shares listed, 2,802 are restricted.

F4: Acquisition of phantom stock units (in an exempt transaction) under the Director Deferred Fee Plan to be settled generally upon the Reporting Person's retirement. The plan utilizes unit accounting, with phantom stock units consisting primarily of phantom shares of common stock and a small percentage of short-term investments (based upon a beginning per unit price of $10.00 at April 1, 1997).

F5: Includes phantom stock units acquired pursuant to the dividend equivalent reinvestment feature of the plan.