SHERWIN WILLIAMS CO — Director's Dealing 2019

Feb 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2019-02-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-14	Common Stock	M	613	$180.46	Acquired	10599	Direct
2019-02-14	Common Stock	M	2261	$227.73	Acquired	12860	Direct
2019-02-14	Common Stock	S	2874	$433.90	Disposed	9986	Direct
2019-02-15	Common Stock	M	417	$239.55	Acquired	10403	Direct
2019-02-15	Common Stock	F	228	$436.73	Disposed	10175	Direct
2019-02-15	Common Stock	A	1403	$0.00	Acquired	11578	Direct
2019-02-15	Common Stock	F	516	$436.95	Disposed	11062	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-14	Employee Stock Option (Right to Buy)	$180.46	M	613	Disposed	2023-10-15	Common Stock (613)	Direct
2019-02-14	Employee Stock Option (Right to Buy)	$227.73	M	900	Disposed	2024-10-21	Common Stock (900)	Direct
2019-02-14	Employee Stock Option (Right to Buy)	$227.73	M	900	Disposed	2024-10-21	Common Stock (900)	Direct
2019-02-14	Employee Stock Option (Right to Buy)	$227.73	M	461	Disposed	2024-10-21	Common Stock (461)	Direct
2019-02-15	Employee Stock Option (Right to Buy)	$239.55	M	417	Disposed	2025-10-15	Common Stock (417)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	187.58	Indirect
Common Stock	1332	Indirect
Common Stock	3744.51	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 $433.86 to $433.97 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: Represents the vesting of performance-based restricted stock units previously granted to the reporting person under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan for the 2016-2018 performance period.

F3: Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of performance-based 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 12/31/2018 statement.

F5: The reporting person disclaims beneficial ownership of the shares held by his spouse.

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 12/31/2018 statement. The reporting person disclaims beneficial ownership of the shares held by his spouse.