SHERWIN WILLIAMS CO — Director's Dealing 2013

Nov 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2013-11-19

Reporting Person: Knight Timothy A (President, LACG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-19	Common Stock	M	18000	$63.44	Acquired	32310	Direct
2013-11-19	Common Stock	S	12895	$185.53	Disposed	19415	Direct
2013-11-19	Common Stock	S	5105	$186.38	Disposed	14310	Direct
2013-11-20	Common Stock	G	1230	—	Disposed	22966	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-19	Employee Stock Option (right to buy)	$63.44	M	6000	Disposed	2017-10-18	Common Stock (6000)	Direct
2013-11-19	Employee Stock Option (right to buy)	$63.44	M	6000	Disposed	2017-10-18	Common Stock (6000)	Direct
2013-11-19	Employee Stock Option (right to buy)	$63.44	M	6000	Disposed	2017-10-18	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8131.42	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 $185.15 to $186.07 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 $186.25 to $186.55 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: Shares listed are restricted.

F4: Represents the number of shares of common stock attributable to the reporting person's participation in The Sherwin-Williams Company Employee Stock Purchase and Savings Plan per the trustee's October 31, 2013 statement. Prior to October 30, 2013, shares of common stock attributable to the plan were not directly allocated to plan participants, but were instead held in a unitized fund consisting primarily of common stock and a small percentage of short term investments. On October 30, 2013, such units were converted to real-time traded shares of common stock held through the plan.