Masco : Statement of Changes in Beneficial Ownership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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STATEMENT OF CHANGES IN 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

1. Name and Address of Reporting Person *

2. Issuer Name and Ticker or Trading Symbol

Allman Keith J.

MASCO CORP /DE/ [ MAS ]

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

17450 COLLEGE PARKWAY

3/4/2019

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

LIVONIA, MI 48152

_ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

2. Trans. Date 2A. Deemed

Common Stock

Common Stock

3/4/2019 3/4/2019

Amount 33049.0000 18234.0000

M

A

M

A

$10.2401 $8.2570

426072.0000 444306.0000

D

D

18234.0000

Common Stock

3/4/2019

S

D

$39.9092

(1)

426072.0000

D

33049.0000

Common Stock

3/4/2019

S

D

$39.7740

(2)

393023.0000

D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

3A. Deemed 4. Trans. Execution

6. Date Exercisable and 7. Title and Amount of Expiration Date

Employee Stock Option

$10.2401

3/4/2019

(3)

V (A)

M

33049.0000

(4)

2/15/2022 Common

(3)

Stock

33049.0000

(5)

8. Price of 9. Number of Derivative

0.0000

D

Employee Stock Option

$8.2570

(3)

3/4/2019

M

18234.0000

(6)

12/5/2021 Common

Stock

18234.0000

(3)

(5)

0.0000

D

Explanation of Responses:

• (1) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.660 to $40.135, inclusive. The reporting person undertakes to provide to Masco Corporation, any security holder of Masco Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.

• (2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.720 to $40.110, inclusive.

• (3) In connection with the spin-off of TopBuild Corp. by Masco Corporation ("Masco") on June 30, 2015, outstanding stock options granted under the Masco 2014 Long Term Stock Incentive Plan by Masco to all plan participants, including to the reporting person, were adjusted on a value neutral basis to preserve the options' pre-spin intrinsic value.

• (4) This option became exercisable in five equal annual installments commencing February 15, 2013.

• (5) Grant of option under the Masco Corporation 2014 Long Term Stock Incentive Plan in transactions exempt under Rule 16b-3.

• (6) This option became exercisable in five equal annual installments commencing December 5, 2012.

Reporting Owners

Relationships

Director 10% Owner Officer

Other

Signatures

Yvette M. VanRiper by Power of Attorney

3/5/2019

** 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). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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