SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

Allman Keith J.

(Last)

(First)

(Middle)

17450 COLLEGE PARKWAY

(Street)

LIVONIA

48152

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MASCO CORP /DE/ [ MAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/06/2024		M		206,250	A	$25.51	445,712	D⁽¹⁾
Common Stock	03/06/2024		M		193,260	A	$47.53	638,972	D⁽¹⁾
Common Stock	03/06/2024		M		181,792	A	$35.52	820,764	D⁽¹⁾
Common Stock	03/06/2024		M		173,250	A	$33.75	994,014	D⁽¹⁾
Common Stock	03/06/2024		M		163,870	A	$56.29	1,157,884	D⁽¹⁾
Common Stock	03/06/2024		M		133,464	A	$42.13	1,291,348	D⁽¹⁾
Common Stock	03/06/2024		M		111,086	A	$59.15	1,402,434	D⁽¹⁾
Common Stock	03/06/2024		M		48,153	A	$56.56	1,450,587	D⁽¹⁾
Common Stock	03/06/2024		S		6,574	D	$76.3752⁽²⁾	1,444,013	D⁽¹⁾
Common Stock	03/06/2024		S		42,809	D	$75.7113⁽³⁾	1,401,204	D⁽¹⁾
Common Stock	03/06/2024		S		158,435	D	$76.3655⁽⁴⁾	1,242,769	D⁽¹⁾
Common Stock	03/06/2024		S		1,052,690	D	$75.707⁽⁵⁾	190,079	D⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$35.52	03/06/2024		M			181,792	⁽⁶⁾	02/07/2029	Common Stock	181,792	⁽⁷⁾	0.0000	D⁽¹⁾
Employee Stock Option	$59.15	03/06/2024		M			111,086	⁽⁸⁾	02/08/2032	Common Stock	111,086	⁽⁷⁾	55,544	D⁽¹⁾
Employee Stock Option	$42.13	03/06/2024		M			133,464	⁽⁹⁾	02/09/2028	Common Stock	133,464	⁽⁷⁾	0.0000	D⁽¹⁾
Employee Stock Option	$56.29	03/06/2024		M			163,870	⁽¹⁰⁾	02/09/2031	Common Stock	163,870	⁽⁷⁾	0.0000	D⁽¹⁾
Employee Stock Option	$25.51	03/06/2024		M			206,250	⁽¹¹⁾	02/10/2026	Common Stock	206,250	⁽⁷⁾	0.0000	D⁽¹⁾
Employee Stock Option	$33.75	03/06/2024		M			173,250	⁽¹²⁾	02/10/2027	Common Stock	173,250	⁽⁷⁾	0.0000	D⁽¹⁾
Employee Stock Option	$47.53	03/06/2024		M			193,260	⁽¹³⁾	02/11/2030	Common Stock	193,260	⁽⁷⁾	0.0000	D⁽¹⁾
Employee Stock Option	$56.56	03/06/2024		M			48,153	⁽¹⁴⁾	02/13/2033	Common Stock	48,153	⁽⁷⁾	96,307	D⁽¹⁾

Explanation of Responses:

1. The reported transaction occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 6, 2023.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.26 to $76.87, 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 (2), (3), (4) and (5) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.21 to $76.19, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.20 to $77.00, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.20 to $76.19, inclusive.

6. This option became exercisable in five equal annual installments commencing February 7, 2020.

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

8. This option is exercisable in three approximately equal annual installments commencing February 8, 2023.

9. This option became exercisable in five equal annual installments commencing February 9, 2019.

10. This option became exercisable in three approximately equal annual installments commencing February 9, 2022.

11. This option became exercisable in five equal annual installments commencing February 10, 2017.

12. This option became exercisable in five equal annual installments commencing February 10, 2018.

13. This option became exercisable in three equal annual installments commencing February 11, 2021.

14. This option is exercisable in three approximately equal annual installments commencing February 13, 2024.

	Yvette M. VanRiper by Power of Attorney	03/08/2024
	** 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 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).
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