SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

Sofish Gregory P.

(Last)

(First)

(Middle)

101 W. PROSPECT AVENUE

(Street)

CLEVELAND

44115

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2023

3. Issuer Name and Ticker or Trading Symbol
SHERWIN WILLIAMS CO [ SHW ]

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 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 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)
Common Stock	2,768	D
Common Stock	5,177.6⁽¹⁾	I	Stock Plan

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock Units	⁽²⁾	⁽²⁾	Common Stock	508.56	$0.00	D
Employee Stock Option (Right to Buy)	⁽³⁾	10/15/2023	Common Stock	2,341	$60.16	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	10/21/2024	Common Stock	1,830	$75.91	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	10/15/2025	Common Stock	2,565	$79.85	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	10/17/2026	Common Stock	2,610	$90.04	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	02/13/2027	Common Stock	2,700	$102.81	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	10/17/2027	Common Stock	2,400	$127.98	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	02/12/2028	Common Stock	1,950	$134.63	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	10/16/2028	Common Stock	1,740	$136.85	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾	10/15/2029	Common Stock	2,160	$186.85	D
Employee Stock Option (Right to Buy)	⁽¹²⁾	10/19/2030	Common Stock	1,500	$227.05	D
Employee Stock Option (Right to Buy)	⁽¹³⁾	10/17/2031	Common Stock	1,255	$295.83	D
Employee Stock Option (Right to Buy)	⁽¹⁴⁾	10/17/2032	Common Stock	1,245	$215.08	D

Explanation of Responses:

1. Represents the number of shares of common stock attributable to the reporting person's participation in The Sherwin-Williams Company 401(k) Plan per the trustee's 1/1/2023 statement.

2. Represents the number of phantom stock units that were acquired by the reporting person (in exempt transactions) under The Sherwin-Williams Company Deferred Compensation Savings and Pension Equalization Plan. 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. The option became exercisable in three annual installments of 960, 957 and 424 beginning on October 16, 2014.

4. The option became exercisable in three annual installments of 612, 609 and 609 beginning on October 22, 2015.

5. The option became exercisable in three equal annual installments beginning on October 16, 2016.

6. The option became exercisable in three equal annual installments beginning on October 18, 2017.

7. The option became exercisable in three equal annual installments beginning on February 14, 2018.

8. The option became exercisable in three annual installments of 801, 801 and 798 beginning on October 18, 2018.

9. The option became exercisable in three annual installments of 651, 651 and 648 beginning on February 13, 2019.

10. The option became exercisable in three annual installments of 582, 579 and 579 beginning on October 17, 2019.

11. The option became exercisable in three equal annual installments beginning on October 16, 2020.

12. The option became, or will become, exercisable in three annual installments of 501, 501 and 498 beginning on October 20, 2021.

13. The option became, or will become, exercisable in three annual installments of 419, 418 and 418 beginning on October 18, 2022.

14. The option will become exercisable in three equal annual installments beginning on October 18, 2023.

Remarks:

Exhibit 24, Power of Attorney, is attached.

	Stephen J. Perisutti, Attorney-in-fact	01/06/2023
	** 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 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).
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