Sec Form 4 Filing - Lindow John P @ MASCO CORP /DE/ - 2015-03-31

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lindow John P 2. Issuer Name and Ticker or Trading Symbol MASCO CORP /DE/ [ MAS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP-Controller (Last) (First) (Middle) 21001 VAN BORN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2015 (Street) TAYLOR, MI48180 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/31/2015 M 46,000 A $ 13.81 113,654 D Common Stock 03/31/2015 M 36,800 A $ 12.82 150,454 D Common Stock 03/31/2015 M 13,800 A $ 11.67 164,254 D Common Stock 03/31/2015 M 9,180 A $ 8.03 173,434 D Common Stock 03/31/2015 S 4,379 D $ 26.5631 169,055 D Common Stock 03/31/2015 F 4,801 D $ 26.5631 164,254 D Common Stock 03/31/2015 S 5,288 D $ 26.6712 158,966 D Common Stock 03/31/2015 F 8,512 D $ 26.6712 150,454 D Common Stock 03/31/2015 S 13,008 D $ 26.5865 137,446 D Common Stock 03/31/2015 S 14,853 D $ 26.5466 122,593 D Common Stock 03/31/2015 F 23,792 D $ 26.5865 98,801 D Common Stock 03/31/2015 F 31,147 D $ 26.5466 67,654 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 $ 8.03 03/31/2015 M 9,180 ( 1 ) 02/09/2019 Common Stock 9,180 ( 2 ) 0 D Employee Stock Option $ 13.81 03/31/2015 M 46,000 ( 3 ) 02/12/2020 Common Stock 46,000 ( 2 ) 0 D Employee Stock Option $ 11.67 03/31/2015 M 13,800 ( 4 ) 02/15/2022 Common Stock 13,800 ( 2 ) 9,200 D Employee Stock Option $ 12.82 03/31/2015 M 36,800 ( 5 ) 02/16/2021 Common Stock 36,800 ( 2 ) 9,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lindow John P 21001 VAN BORN ROAD TAYLOR, MI48180 VP-Controller Signatures Yvette M. VanRiper by Power of Attorney 04/01/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option vested in five equal annual installments commencing February 9, 2010, and is therefore currently exercisable. ( 2 )Grant of option under the Masco Corporation 2014 Long Term Stock Incentive Plan in transactions exempt under Rule 16b-3. ( 3 )This option vested in five equal annual installments commencing February 12, 2011, and is th erefore currently exercisable. ( 4 )This option, representing a right to purchase a total of 23,000 shares, is exercisable in five equal annual installments of 4,600 shares commencing February 15, 2013. ( 5 )This option, representing a right to purchase a total of 46,000 shares, is exercisable in five equal annual installments of 9,200 shares commencing February 16, 2012.

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).

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