SHERWIN WILLIAMS CO — Director's Dealing 2017

Jan 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2017-01-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-27	Common Stock	M	38	$127.985	Acquired	703	Indirect
2017-01-27	Common Stock	M	500	$154.4325	Acquired	1203	Indirect
2017-01-27	Common Stock	M	367	$180.46	Acquired	1570	Indirect
2017-01-27	Common Stock	M	221	$227.73	Acquired	1791	Indirect
2017-01-27	Common Stock	M	204	$239.55	Acquired	1995	Indirect
2017-01-27	Common Stock	S	425	$304.76	Disposed	1570	Indirect
2017-01-27	Common Stock	S	405	$306.80	Disposed	1165	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-27	Employee Stock Option (Right to Buy)	$127.985	M	13	Disposed	2022-07-16	Common Stock (13)	Indirect
2017-01-27	Employee Stock Option (Right to Buy)	$127.985	M	12	Disposed	2022-07-16	Common Stock (12)	Indirect
2017-01-27	Employee Stock Option (Right to Buy)	$127.985	M	13	Disposed	2022-07-16	Common Stock (13)	Indirect
2017-01-27	Employee Stock Option (Right to Buy)	$154.4325	M	339	Disposed	2022-10-16	Common Stock (339)	Indirect
2017-01-27	Employee Stock Option (Right to Buy)	$154.4325	M	161	Disposed	2022-10-16	Common Stock (161)	Indirect
2017-01-27	Employee Stock Option (Right to Buy)	$180.46	M	184	Disposed	2023-10-15	Common Stock (184)	Indirect
2017-01-27	Employee Stock Option (Right to Buy)	$180.46	M	183	Disposed	2023-10-15	Common Stock (183)	Indirect
2017-01-27	Employee Stock Option (Right to Buy)	$227.73	M	204	Disposed	2024-10-21	Common Stock (204)	Indirect
2017-01-27	Employee Stock Option (Right to Buy)	$227.73	M	17	Disposed	2024-10-21	Common Stock (17)	Indirect
2017-01-27	Employee Stock Option (Right to Buy)	$239.55	M	204	Disposed	2025-10-15	Common Stock (204)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9861	Direct
Common Stock	91.38	Indirect
Common Stock	3631.17	Indirect

Footnotes

F1: Employee stock option of the reporting person's spouse granted prior to their marriage in late 2016.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $304.66 to $304.87 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: Of shares listed, 570 are restricted stock and 95 are restricted stock units, which were acquired by the reporting person's spouse prior to their marriage in late 2016. The reporting person disclaims beneficial ownership of the shares held by his spouse.

F4: Of shares listed, 1,750 are restricted stock and 1,050 are restricted stock units.

F5: 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 12/31/2016 statement.

F6: 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 12/31/2016 statement. The reporting person disclaims beneficial ownership of the shares held by his spouse.