Sec Form 4 Filing - Sznewajs John G @ MASCO CORP /DE/ - 2015-11-03

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
Sznewajs John G
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, Treasurer and CFO
(Last) (First) (Middle)
21001 VAN BORN ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/03/2015
(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 11/03/2015 M 45,585 A $ 23.3407 245,787 D
Common Stock 11/03/2015 S 4,982 D $ 29.2313 240,805 D
Common Stock 11/03/2015 F 40,603 D $ 29.2313 200,202 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 $ 23.3407 ( 1 ) 11/03/2015 M 45,585 ( 2 ) 07/26/2016 Common Stock 45,585 ( 1 ) ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sznewajs John G
21001 VAN BORN ROAD
TAYLOR, MI48180
VP, Treasurer and CFO
Signatures
Yvette M. VanRiper by Power of Attorney 11/04/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the spin-off of TopBuild Corp. by Masco Corporation ("Masco") on June 30, 2015, outstanding stock options granted under the Masco 2014 Long Term Stock Incentive Plan by Masco to all plan participants, including to the reporting person, were adjusted on a value neutral basis to preserve the options' pre-spin intrinsic value.
( 2 )This option became exercisable in five equal annual installments commencing July 26, 2007.
( 3 )Grant of option under the Masco Corporation 2014 Long Term Stock Incentive Plan in transactions exempt under Rule 16b-3.

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