Allen J Mistysyn Form 4 SHERWIN WILLIAMS / Allen J Mistysyn ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mistysyn Allen J

(Last) (First) (Middle)

101 W. PROSPECT AVENUE

(Street)

CLEVELAND OH 44115

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SHERWIN WILLIAMS CO [ SHW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP - Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/08/2017		M(1)		815	A	$154.4325	1,980	I	By spouse
Common Stock	02/08/2017		M(1)		591	A	$180.46	2,571	I	By spouse
Common Stock	02/08/2017		M(1)		186	A	$227.73	2,757	I	By spouse
Common Stock	02/08/2017		S		186	D	$302.22	2,571	I	By spouse
Common Stock	02/08/2017		S		956	D	$303.74	1,615(2)	I	By spouse
Common Stock								9,861(3)	D
Common Stock								91.38(4)	I	Stock Plan
Common Stock								3,631.17(5)	I	Stock Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$154.4325	02/08/2017		M			327	10/17/2014	10/16/2022	Common Stock	327	$0.00	0	I	By spouse
Employee Stock Option (Right to Buy)	$154.4325	02/08/2017		M			488	10/17/2015	10/16/2022	Common Stock	488	$0.00	0	I	By spouse
Employee Stock Option (Right to Buy)	$180.46	02/08/2017		M			136	10/16/2014	10/15/2023	Common Stock	136	$0.00	0	I	By spouse
Employee Stock Option (Right to Buy)	$180.46	02/08/2017		M			136	10/16/2015	10/15/2023	Common Stock	136	$0.00	0	I	By spouse
Employee Stock Option (Right to Buy)	$180.46	02/08/2017		M			319	10/16/2016	10/15/2023	Common Stock	319	$0.00	0	I	By spouse
Employee Stock Option (Right to Buy)	$227.73	02/08/2017		M			186	10/22/2016	10/21/2024	Common Stock	186	$0.00	0	I	By spouse

Explanation of Responses:

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

2. 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.

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

4. 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.

5. 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.

Remarks:

	Catherine M. Kilbane, Attorney-in-fact	02/09/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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