FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Jaye James R
2. Issuer Name and Ticker or Trading Symbol

SHERWIN WILLIAMS CO [ SHW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP - IR & Corp. Comm.
(Last)          (First)          (Middle)

101 W. PROSPECT AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

1/24/2020
(Street)

CLEVELAND, OH 44115
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units  (1)1/24/2020  A   0.34     (2) (2)Common Stock 0.34 $594.84 0.7 D  

Explanation of Responses:
(1) Represents the number of phantom stock units that were acquired by the reporting person (in an exempt transaction) under The Sherwin-Williams Company 2005 Key Management Deferred Compensation Plan. Each phantom stock unit is the economic equivalent of one share of common stock and is payable in cash. The phantom stock units have dividend equivalent rights.
(2) The phantom stock units become payable generally upon the reporting person's retirement or other termination of service.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Jaye James R
101 W. PROSPECT AVENUE
CLEVELAND, OH 44115


SVP - IR & Corp. Comm.

Signatures
Stephen J. Perisutti, Attorney-in-fact1/28/2020
**Signature of Reporting PersonDate

Sherwin Williams (NYSE:SHW)
Historical Stock Chart
From Apr 2020 to May 2020 Click Here for more Sherwin Williams Charts.
Sherwin Williams (NYSE:SHW)
Historical Stock Chart
From May 2019 to May 2020 Click Here for more Sherwin Williams Charts.