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^*

Davie Colin M.

(Last)

(First)

(Middle)

101 W. PROSPECT AVENUE

(Street)

CLEVELAND

44115

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2024

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)
	Pres. & GM, Glob. Supply Chain

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	6,037⁽¹⁾	D
Common Stock	429.47⁽²⁾	I	401(k) 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	⁽³⁾	⁽³⁾	Common Stock	645.93	$0	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	10/17/2027	Common Stock	2,976	$127.98	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	10/16/2028	Common Stock	2,100	$136.85	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	10/15/2029	Common Stock	6,000	$186.85	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	10/19/2030	Common Stock	4,500	$227.05	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	10/17/2031	Common Stock	4,000	$295.83	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	04/18/2032	Common Stock	770	$250.25	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	10/17/2032	Common Stock	3,600	$215.08	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾	10/12/2033	Common Stock	4,400	$248.57	D

Explanation of Responses:

1. These securities consist of 672 restricted stock units ("RSUs") and 5,365 shares of common stock. Each RSU represents the Reporting Person's right to receive one share of common stock.

2. 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 1/1/2024 statement.

3. Represents the number of phantom stock units that were acquired by the Reporting Person (in exempt transactions) under The Sherwin-Williams Company 2005 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.

4. These options were granted on October 18, 2017 and vest in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

5. These options were granted on October 17, 2018 and vest in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

6. These options were granted on October 16, 2019 and vest in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

7. These options were granted on October 20, 2020 and vest in three equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

8. These options were granted on October 18, 2021 and vest in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

9. These options were granted on April 19, 2022 and vest in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

10. These options were granted on October 18, 2022 and vest in three equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

11. These options were granted on October 13, 2023 and vest in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

Remarks:

Exhibit 24, Power of Attorney, is attached.

	Stephen J. Perisutti, Attorney-in-fact	01/04/2024
	** 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).
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.