SHERWIN WILLIAMS CO — Director's Dealing 2014

Feb 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2014-02-13

Reporting Person: HENNESSY SEAN P (Sr. VP-Finance and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-13	Common Stock	M	30623	$72.62	Acquired	104542	Direct
2014-02-13	Common Stock	S	1600	$186.12	Disposed	102942	Direct
2014-02-13	Common Stock	S	3710	$187.26	Disposed	99232	Direct
2014-02-13	Common Stock	S	5900	$188.42	Disposed	93332	Direct
2014-02-13	Common Stock	S	9901	$189.60	Disposed	83431	Direct
2014-02-13	Common Stock	S	9512	$190.12	Disposed	73919	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	10667	Disposed	2020-10-18	Common Stock (10667)	Direct
2014-02-13	Employee Stock Option (Right to Buy)	$72.62	M	10666	Disposed	2020-10-18	Common Stock (10666)	Direct
2014-02-13	Employee Stock Option (Right to Buy)	$72.62	M	9290	Disposed	2020-10-18	Common Stock (9290)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18413.87	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 $185.82 to $186.39 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 $186.83 to $187.76 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.92 to $188.90 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.96 to $189.95 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.96 to $190.38 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.

F6: Of shares listed, 30,960 are restricted.

F7: 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 12/31/2013 statement.