SHERWIN WILLIAMS CO — Director's Dealing 2017

Apr 25, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2017-04-21

Reporting Person: Mistysyn Allen J (SVP - Finance & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-21	Common Stock	M	88.01	—	Acquired	1420.01	Indirect
2017-04-21	Common Stock	D	88.01	$324.02	Disposed	1332	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-21	Phantom Stock Units	$	M	88.01	Disposed	2017-04-21	Common Stock (88.01)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9277	Direct
Common Stock	144.29	Indirect
Common Stock	3687.73	Indirect

Footnotes

F1: On April 21, 2017, the reporting person's spouse's phantom stock units held under The Sherwin-Williams Company 2005 Deferred Compensation Savings and Pension Equalization Plan (Amended and Restated as of January 1, 2016) were settled for cash following the reporting person's spouse's termination of service. Each phantom stock unit was the economic equivalent of one share of The Sherwin-Williams Company common stock.

F2: The reporting person disclaims beneficial ownership of the shares held by his spouse. The total shares reported in Column 5 (a) do not include the 95 restricted stock units previously reported, which were forfeited in connection with the reporting person's spouse's termination of service, and (b) have been adjusted to correct an understatement of total holdings by 450 shares first reflected in the reporting person's last Form 4 filed on February 22, 2017.

F3: Of shares listed, 1,050 are restricted stock units.

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 03/31/2017 statement.

F5: Represents the number of shares of common stock attributable to the reporting person's spouse's participation in The Sherwin-Williams Company Employee Stock Purchase and Savings Plan per the trustee's 03/31/2017 statement. The reporting person disclaims beneficial ownership of the shares held by his spouse.