X0306 4 2017-06-01 1 0000102741 VALSPAR CORP VAL 0001331749 Hendrickson Gary E P. O. BOX 1461 MINNEAPOLIS MN 55440 1 1 0 0 Chairman, President and CEO Common Stock 2017-03-30 4 G 0 9456 0.00 D 0 I Trust Common Stock 2017-03-30 4 G 0 1642 0.00 D 15001 I Trust Common Stock 2017-03-30 4 G 0 35739 0.00 D 0 I Trust Common Stock 2017-03-30 4 G 0 33042 0.00 A 104966 D Common Stock 2017-04-26 4 G 0 23773 0.00 D 51012 I Trust Common Stock 2017-04-26 4 G 0 23773 0.00 A 128739 D Common Stock 2017-06-01 4 A 0 73105 A 201884 D Common Stock 2017-06-01 4 D 0 201884 113.00 D 0 D Common Stock 2017-06-01 4 D 0 15001 113.00 D 0 I Trust Common Stock 2017-06-01 4 D 0 51102 113.00 D 0 I Trust Common Stock 2017-06-01 4 D 0 12420 113.00 D 0 I Savings and Retirement and Plan Stock Options (right to buy) 22.68 2017-06-01 4 D 0 25000 D 2018-02-27 Common Stock 25000 0 D Stock Options (right to buy) 18.01 2017-06-01 4 D 0 101000 D 2018-10-15 Common Stock 101000 0 D Stock Options (right to buy) 26.37 2017-06-01 4 D 0 151000 D 2019-10-21 Common Stock 151000 0 D Stock Options (right to buy) 31.57 2017-06-01 4 D 0 94500 D 2020-10-13 Common Stock 94500 0 D Stock Options (right to buy) 32.34 2017-06-01 4 D 0 180500 D 2021-10-05 Common Stock 180500 0 D Stock Options (right to buy) 57.47 2017-06-01 4 D 0 121610 D 2022-10-03 Common Stock 121610 0 D Stock Options (right to buy) 64.78 2017-06-01 4 D 0 101730 D 2023-10-02 Common Stock 101730 0 D Stock Options (right to buy) 76.85 2017-06-01 4 D 0 82670 D 2024-10-01 Common Stock 82670 0 D Stock Options (right to buy) 71.88 2017-06-01 4 D 0 140630 D 2025-09-30 Common Stock 140630 0 D Restricted Stock Units 0.00 2017-06-01 4 D 0 165484 D Common Stock 165484 0 D Restricted Stock Units 0.00 2017-06-01 4 D 0 58163 D Common Stock 58163 0 D 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. Includes 123 shares vested in the Valspar Savings and Retirement Plan from 10/29/2016 through 6/1/2017. 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. 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. 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. 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. /s/ Timothy Beastrom, by Power of Attorney 2017-06-05