SHERWIN WILLIAMS CO — Director's Dealing 2014

Jan 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2014-01-03

Reporting Person: KROPF SUSAN J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-03	Phantom Stock	$	A	158.64	Acquired		Common Stock (158.64)	Direct

Footnotes

F1: Shares of phantom stock were acquired in an exempt transaction in connection with the Director Deferred Fee Plan. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable in cash generally upon the reporting person's retirement. Prior to October 30, 2013, the plan utilized unit accounting with phantom stock units consisting primarily of phantom shares of common stock and a small percentage of short term investments. On or about October 30, 2013, such units were converted to phantom shares of common stock held through the plan.

F2: Includes phantom stock acquired pursuant to the dividend reinvestment feature of the plan.