Sec Form 4 Filing - STELLATO LOUIS E @ SHERWIN WILLIAMS CO - 2012-02-07

Insider filing report for Changes in Beneficial Ownership
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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
STELLATO LOUIS E
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)
Sr VP, General Counsel & Secy
(Last) (First) (Middle)
101 WEST PROSPECT AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/07/2012
(Street)
CLEVELAND, OH44115
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 02/07/2012 M 9,000 A $ 41.725 45,353.8 D
Common Stock 02/07/2012 M 6,910 A $ 43.595 52,263.8 D
Common Stock 02/07/2012 S 15,910 D $ 98.6 ( 1 ) 36,353.8 D
Common Stock 02/08/2012 M 9,090 A $ 43.595 45,443.8 D
Common Stock 02/08/2012 S 14,178 D $ 98.91 ( 2 ) 31,265.8 ( 3 ) D
Common Stock 22,413.3 ( 4 ) 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 (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 (Right to Buy) $ 41.725 02/07/2012 M 3,667 10/20/2006 10/19/2014 Common Stock 3,667 $ 0 0 D
Employee Stock Option (Right to Buy) $ 41.725 02/07/2012 M 5,333 10/20/2007 10/19/2014 Common Stock 5,333 $ 0 0 D
Employee Stock Option (Right to Buy) $ 43.595 02/07/2012 M 4,617 10/21/2006 10/20/2015 Common Stock 4,617 $ 0 717 D
Employee Stock Option (Right to Buy) $ 43.595 02/07/2012 M 2,293 10/21/2008 10/20/2015 Common Stock 2,293 $ 0 3,040 D
Employee Stock Option (Right to Buy) $ 43.595 02/08/2012 M 717 10/21/2006 10/20/2015 Common Stock 717 $ 0 0 D
Employee Stock Option (Right to Buy) $ 43.595 02/08/2012 M 5,333 10/21/2007 10/20/2015 Common Stock 5,333 $ 0 0 D
Employee Stock Option (Right to Buy) $ 43.595 02/08/2012 M 3,040 10/21/2008 10/20/2015 Common Stock 3,040 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STELLATO LOUIS E
101 WEST PROSPECT AVENUE
CLEVELAND, OH44115
Sr VP, General Counsel & Secy
Signatures
Louis E. Stellato 02/09/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.60 to $98.67 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.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.80 to $99.05 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.
( 3 )Of shares listed, 31,040 are restricted and 225.80 are owned pursuant to the Dividend Reinvestment Plan per the trustee's 12/31/11 statement.
( 4 )Represents the approximate number of shares of common stock for which the Reporting Person has the right to direct the vote under The Sherwin-Williams Company Employee Stock Purchase and Savings Plan per the trustee's 12/31/11 statement. Shares of common stock are not directly allocated to the Plan parti cipants, but are instead held in a unitized fund consisting primarily of common stock and a small percentage of short-term investments. Participants acquire units of this fund.

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