SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MANSFIELD WILLIAM L

(Last) (First) (Middle)
1101 THIRD STREET SOUTH

(Street)
MINNEAPOLIS MN 55415

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VALSPAR CORP [ VAL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2006
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/16/2006 M 8,600 A $14.1563 87,160 D
common stock 02/16/2006 M 28,000 A $15.625 115,160 D
common stock 02/16/2006 M 48,000 A $20.125 163,160 D
common stock 02/16/2006 M 35,000 A $17.5 198,160 D
common stock 02/17/2006 M 75,334 A $11.82 273,494 D
common stock 02/17/2006 M 51,000 A $14.96 324,494 D
common stock 02/16/2006 S 36,600(1) D $27.1165 287,894 D
common stock 02/16/2006 S 48,000(1) D $27.2007 239,894 D
common stock 02/16/2006 S 35,000(1) D $27.216 204,894 D
common stock 02/17/2006 S 75,334(1) D $27.2423 129,560 D
common stock 02/17/2006 S 51,000(1) D $27.3149 78,560 D
common stock 559 I 401(k)(2)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
stock option (right to buy) $15.625 02/16/2006 M 28,000 01/08/1999 01/08/2008 common stock 28,000 $15.625 0 D
stock option (right to buy) $14.1563 02/16/2006 M 8,600 01/02/1998 01/02/2007 common stock 8,600 $14.1563 0 D
stock option (right to buy) $17.5 02/16/2006 M 35,000 12/16/1999 12/16/2008 common stock 35,000 $17.5 0 D
stock option (right to buy) $20.125 02/16/2006 M 48,000 12/15/2000 12/15/2009 common stock 48,000 $20.125 0 D
stock option (right to buy) $11.82 02/17/2006 M 75,334 10/18/2000 10/18/2010 common stock 75,334 $11.82 0 D
stock option (right to buy) $14.96 02/17/2006 M 51,000 12/12/2001 12/12/2010 common stock 51,000 $14.96 0 D
Explanation of Responses:
1. sale made pursuant to Rule 10b5-1(c) Trading Plan dated 2/15/06
2. vested shares held in Valspar ESOP 401(K) plan as of allocation date 10/28/05
/s/ Linda Colman, by Power of Attorney 02/21/2006
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.