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^*

MANSFIELD WILLIAM L

(Last)

(First)

(Middle)

1101 THIRD STREET SOUTH

(Street)

MINNEAPOLIS

55415

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VALSPAR CORP [ VAL ]

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)
02/16/2006

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	02/16/2006		M		8,600	A	$14.1563	87,160	D
common stock	02/16/2006		M		28,000	A	$15.625	115,160	D
common stock	02/16/2006		M		48,000	A	$20.125	163,160	D
common stock	02/16/2006		M		35,000	A	$17.5	198,160	D
common stock	02/17/2006		M		75,334	A	$11.82	273,494	D
common stock	02/17/2006		M		51,000	A	$14.96	324,494	D
common stock	02/16/2006		S		36,600⁽¹⁾	D	$27.1165	287,894	D
common stock	02/16/2006		S		48,000⁽¹⁾	D	$27.2007	239,894	D
common stock	02/16/2006		S		35,000⁽¹⁾	D	$27.216	204,894	D
common stock	02/17/2006		S		75,334⁽¹⁾	D	$27.2423	129,560	D
common stock	02/17/2006		S		51,000⁽¹⁾	D	$27.3149	78,560	D
common stock								559	I	401(k)⁽²⁾

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)
stock option (right to buy)	$15.625	02/16/2006		M			28,000	01/08/1999	01/08/2008	common stock	28,000	$15.625	0	D
stock option (right to buy)	$14.1563	02/16/2006		M			8,600	01/02/1998	01/02/2007	common stock	8,600	$14.1563	0	D
stock option (right to buy)	$17.5	02/16/2006		M			35,000	12/16/1999	12/16/2008	common stock	35,000	$17.5	0	D
stock option (right to buy)	$20.125	02/16/2006		M			48,000	12/15/2000	12/15/2009	common stock	48,000	$20.125	0	D
stock option (right to buy)	$11.82	02/17/2006		M			75,334	10/18/2000	10/18/2010	common stock	75,334	$11.82	0	D
stock option (right to buy)	$14.96	02/17/2006		M			51,000	12/12/2001	12/12/2010	common stock	51,000	$14.96	0	D

Explanation of Responses:

1. sale made pursuant to Rule 10b5-1(c) Trading Plan dated 2/15/06

2. vested shares held in Valspar ESOP 401(K) plan as of allocation date 10/28/05

	/s/ Linda Colman, by Power of Attorney	02/21/2006
	** 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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