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SHERWIN WILLIAMS CO Director's Dealing 2014

Feb 14, 2014

29898_dirs_2014-02-14_62fa3c3c-b87d-45fb-8ec6-a2e49c6cfb09.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: 2014-02-13

Reporting Person: HOPKINS THOMAS E (Sr. VP-Human Resources)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-02-13 Common Stock M 15373 $72.62 Acquired 42090 Direct
2014-02-13 Common Stock S 15373 $188.28 Disposed 26717 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-02-13 Employee Stock Option (Right to Buy) $72.62 M 5584 Disposed 2020-10-18 Common Stock (5584) Direct
2014-02-13 Employee Stock Option (Right to Buy) $72.62 M 5583 Disposed 2020-10-18 Common Stock (5583) Direct
2014-02-13 Employee Stock Option (Right to Buy) $72.62 M 4206 Disposed 2020-10-18 Common Stock (4206) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 31145.36 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 $188.14 to $188.56 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, 14,310 are restricted.

F3: 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 December 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.