The Sherwin-Williams Company (SHW) Form 3 SHERWIN WILLIAMS / James P. Lang ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lang James P.

(Last) (First) (Middle)

101 WEST PROSPECT AVENUE

(Street)

CLEVELAND OH 44115

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2025

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	175	D
Common Stock	895.82(1)	I	401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(2)	(2)	Common Stock	186.9(3)	0	D
Employee Stock Option (Right to Buy)	(4)	10/15/2029	Common Stock	1,110	186.85	D
Employee Stock Option (Right to Buy)	(5)	02/17/2030	Common Stock	689	193.35	D
Employee Stock Option (Right to Buy)	(6)	10/17/2031	Common Stock	620	295.83	D
Employee Stock Option (Right to Buy)	(7)	02/14/2032	Common Stock	695	272.65	D
Employee Stock Option (Right to Buy)	(8)	10/17/2032	Common Stock	785	215.08	D
Employee Stock Option (Right to Buy)	(9)	02/13/2033	Common Stock	690	231.98	D
Employee Stock Option (Right to Buy)	(10)	10/12/2033	Common Stock	700	248.57	D
Employee Stock Option (Right to Buy)	(11)	10/14/2034	Common Stock	545	388.57	D

Explanation of Responses:

1. Represents the number of shares of common stock attributable to the Reporting Person's participation in The Sherwin-Williams Company 401(k) Plan per the trustee's 1/1/2025 statement.

2. These phantom stock units were acquired by the Reporting Person (in exempt transactions) under the Company's 2005 Deferred Compensation Savings and Pension Equalization Plan.

3. Represents the number of phantom stock units attributable to the Reporting Person's participation in the 2005 Deferred Compensation Savings and Pension Equalization Plan, per the administrator's 1/1/2025 statement. Each phantom stock unit is the economic equivalent of one share of common stock. The phantom stock units become payable in cash generally upon the Reporting Person's retirement or other termination of service. The phantom stock units have dividend equivalent rights.

4. These options were granted on October 16, 2019, pursuant to the terms of a stock option agreement under the 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 19, 2017). The options vested annually in three substantially equal installments commencing October 16, 2020.

5. These options were granted on February 18, 2020, pursuant to the terms of a stock option agreement under the 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 19, 2017). The options vested annually in three substantially equal installments commencing February 18, 2021.

6. These options were granted on October 18, 2021, pursuant to the terms of a stock option agreement under the 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 19, 2017). The options vested annually in three substantially equal installments commencing October 18, 2022.

7. These options were granted on February 15, 2022, pursuant to the terms of a stock option agreement under the 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 19, 2017). The options vest annually in three substantially equal installments commencing February 15, 2023, subject to vesting conditions.

8. These options were granted on October 18, 2022, pursuant to the terms of a stock option agreement under the 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 19, 2017). The options vest annually in three substantially equal installments commencing October 18, 2023, subject to vesting conditions.

9. These options were granted on February 14, 2023, pursuant to the terms of a stock option agreement under the 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 19, 2017). The options vest annually in three substantially equal installments commencing February 14, 2024, subject to vesting conditions.

10. These options were granted on October 13, 2023, pursuant to the terms of a stock option agreement under the 2006 Equity and Performance Incentive Plan (Amended and Restated as of October 13, 2023). The options vest annually in three substantially equal installments commencing October 13, 2024, subject to vesting conditions.

11. These options were granted on October 15, 2024, pursuant to the terms of a stock option agreement under the 2006 Equity and Performance Incentive Plan (Amended and Restated as of October 13, 2023). The options vest annually in three substantially equal installments commencing October 15, 2025, subject to vesting conditions.

Remarks:

	Stephen J. Perisutti, Attorney-in-fact	01/08/2025
	** 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 5 (b)(v).
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