SEC FORM 4

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^*

Hendrickson Gary E

(Last)

(First)

(Middle)

P. O. BOX 1461

(Street)

MINNEAPOLIS

55440

(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)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/30/2017		G		9,456	D	$0.00	0	I	Trust
Common Stock	03/30/2017		G		1,642	D	$0.00	15,001	I	Trust
Common Stock	03/30/2017		G		35,739	D	$0.00	0	I	Trust
Common Stock	03/30/2017		G		33,042	A	$0.00	104,966	D
Common Stock	04/26/2017		G		23,773	D	$0.00	51,012	I	Trust
Common Stock	04/26/2017		G		23,773	A	$0.00	128,739	D
Common Stock	06/01/2017		A⁽¹⁾		73,105	A	⁽¹⁾	201,884	D
Common Stock	06/01/2017		D		201,884	D	$113	0	D
Common Stock	06/01/2017		D		15,001	D	$113	0	I	Trust
Common Stock	06/01/2017		D		51,102	D	$113	0	I	Trust
Common Stock	06/01/2017		D		12,420⁽²⁾	D	$113	0	I	Savings and Retirement and 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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$22.68	06/01/2017		D⁽³⁾			25,000	⁽⁴⁾	02/27/2018	Common Stock	25,000	⁽³⁾	0	D
Stock Options (right to buy)	$18.01	06/01/2017		D⁽³⁾			101,000	⁽⁴⁾	10/15/2018	Common Stock	101,000	⁽³⁾	0	D
Stock Options (right to buy)	$26.37	06/01/2017		D⁽³⁾			151,000	⁽⁴⁾	10/21/2019	Common Stock	151,000	⁽³⁾	0	D
Stock Options (right to buy)	$31.57	06/01/2017		D⁽³⁾			94,500	⁽⁴⁾	10/13/2020	Common Stock	94,500	⁽³⁾	0	D
Stock Options (right to buy)	$32.34	06/01/2017		D⁽³⁾			180,500	⁽⁴⁾	10/05/2021	Common Stock	180,500	⁽³⁾	0	D
Stock Options (right to buy)	$57.47	06/01/2017		D⁽³⁾			121,610	⁽⁴⁾	10/03/2022	Common Stock	121,610	⁽³⁾	0	D
Stock Options (right to buy)	$64.78	06/01/2017		D⁽³⁾			101,730	⁽⁴⁾	10/02/2023	Common Stock	101,730	⁽³⁾	0	D
Stock Options (right to buy)	$76.85	06/01/2017		D⁽³⁾			82,670	⁽⁴⁾	10/01/2024	Common Stock	82,670	⁽³⁾	0	D
Stock Options (right to buy)	$71.88	06/01/2017		D⁽³⁾			140,630	⁽⁴⁾	09/30/2025	Common Stock	140,630	⁽³⁾	0	D
Restricted Stock Units	$0.00	06/01/2017		D⁽⁵⁾			165,484	⁽⁵⁾	⁽⁵⁾	Common Stock	165,484	⁽⁵⁾	0	D
Restricted Stock Units	$0.00	06/01/2017		D⁽⁶⁾			58,163	⁽⁶⁾	⁽⁶⁾	Common Stock	58,163	⁽⁶⁾	0	D

Explanation of Responses:

1. Vesting of PSUs upon effectiveness of the merger contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement") by and between The Valspar Corporation, The Sherwin-Williams Company ("Sherwin-Williams") and Viking Merger Sub Inc., a wholly owned subsidiary of Sherwin-Williams.

2. Includes 123 shares vested in the Valspar Savings and Retirement Plan from 10/29/2016 through 6/1/2017.

3. Pursuant to the Merger Agreement, each outstanding option was canceled in exchange for a cash payment equal to the product of (i) the number of shares subject to such option and (ii) the excess of $113.00 over the exercise price of the option.

4. All of such options are fully vested, except the options at an exercise price of $76.85, which vest in equal annual installments on October 1, 2015, 2016 and 2017 and the options at an exercise price of $71.88, which vest in equal annual installments on September 30, 2016, 2017 and 2018.

5. RSUs were to be paid out upon vesting. Pursuant to the Merger Agreement, each outstanding RSU was canceled in exchange for a cash payment equal to the product of (i) the number of shares subject to such RSU and (ii) $113.00. Vesting dates range from January 8, 2018 to January 14, 2019.

6. Restricted stock unit award granted on 9/27/2016, which is after the date of the Merger Agreement. RSUs were to be paid out upon vesting on 9/27/2019. This award will be converted into an equivalent award relating to shares of Sherwin-Williams common stock on the terms set forth in the Merger Agreement.

Remarks:

	/s/ Timothy Beastrom, by Power of Attorney	06/05/2017
	** 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).
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