Sherwin Williams Co.

01/08/2025 | Press release | Distributed by Public on 01/08/2025 15:57

Initial Statement of Beneficial Ownership (Form 3)

Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Boyce Marlena K.
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2025
3. Issuer Name and Ticker or Trading Symbol
SHERWIN WILLIAMS CO [SHW]
(Last) (First) (Middle)
101 WEST PROSPECT AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP - Human Resources
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
CLEVELAND, OH 44115
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 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)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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 of Derivative Security: 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 (1) (1) Common Stock 342.21(2) $0 D
Employee Stock Option (Right to Buy) (3) 10/16/2028 Common Stock 678 $136.85 D
Employee Stock Option (Right to Buy) (4) 10/15/2029 Common Stock 83 $186.85 D
Employee Stock Option (Right to Buy) (5) 10/19/2030 Common Stock 765 $227.05 D
Employee Stock Option (Right to Buy) (6) 10/17/2031 Common Stock 1,055 $295.83 D
Employee Stock Option (Right to Buy) (7) 10/17/2032 Common Stock 1,465 $215.08 D
Employee Stock Option (Right to Buy) (8) 10/12/2033 Common Stock 1,350 $248.57 D
Employee Stock Option (Right to Buy) (9) 10/15/2034 Common Stock 1,150 $388.57 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Boyce Marlena K.
101 WEST PROSPECT AVENUE
CLEVELAND, OH 44115
SVP - Human Resources

Signatures

Stephen J. Perisutti, Attorney-in-fact 01/08/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) 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.
(2) 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.
(3) These options were granted on October 17, 2018, 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 17, 2019.
(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 October 20, 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 October 20, 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 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.
(8) 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.
(9) 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:
Exhibit 24.1 - Power of Attorney
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.