Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hendrickson Gary E
   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)
Chairman, President and CEO
(Last)
(First)
(Middle)
P. O. BOX 1461		 3. Date of Earliest Transaction (Month/Day/Year)
06/01/2017
(Street)

MINNEAPOLIS, MN 55440		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/30/2017   G   9,456 D $ 0 0 I Trust
Common Stock 03/30/2017   G   1,642 D $ 0 15,001 I Trust
Common Stock 03/30/2017   G   35,739 D $ 0 0 I Trust
Common Stock 03/30/2017   G   33,042 A $ 0 104,966 D  
Common Stock 04/26/2017   G   23,773 D $ 0 51,012 I Trust
Common Stock 04/26/2017   G   23,773 A $ 0 128,739 D  
Common Stock 06/01/2017   A(1)   73,105 A (1) 201,884 D  
Common Stock 06/01/2017   D   201,884 D $ 113 0 D  
Common Stock 06/01/2017   D   15,001 D $ 113 0 I Trust
Common Stock 06/01/2017   D   51,102 D $ 113 0 I Trust
Common Stock 06/01/2017   D   12,420 (2) D $ 113 0 I Savings and Retirement and Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $ 22.68 06/01/2017   D(3)     25,000   (4) 02/27/2018 Common Stock 25,000 (3) 0 D  
Stock Options (right to buy) $ 18.01 06/01/2017   D(3)     101,000   (4) 10/15/2018 Common Stock 101,000 (3) 0 D  
Stock Options (right to buy) $ 26.37 06/01/2017   D(3)     151,000   (4) 10/21/2019 Common Stock 151,000 (3) 0 D  
Stock Options (right to buy) $ 31.57 06/01/2017   D(3)     94,500   (4) 10/13/2020 Common Stock 94,500 (3) 0 D  
Stock Options (right to buy) $ 32.34 06/01/2017   D(3)     180,500   (4) 10/05/2021 Common Stock 180,500 (3) 0 D  
Stock Options (right to buy) $ 57.47 06/01/2017   D(3)     121,610   (4) 10/03/2022 Common Stock 121,610 (3) 0 D  
Stock Options (right to buy) $ 64.78 06/01/2017   D(3)     101,730   (4) 10/02/2023 Common Stock 101,730 (3) 0 D  
Stock Options (right to buy) $ 76.85 06/01/2017   D(3)     82,670   (4) 10/01/2024 Common Stock 82,670 (3) 0 D  
Stock Options (right to buy) $ 71.88 06/01/2017   D(3)     140,630   (4) 09/30/2025 Common Stock 140,630 (3) 0 D  
Restricted Stock Units $ 0 06/01/2017   D(5)     165,484   (5)   (5) Common Stock 165,484 (5) 0 D  
Restricted Stock Units $ 0 06/01/2017   D(6)     58,163   (6)   (6) Common Stock 58,163 (6) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hendrickson Gary E
P. O. BOX 1461
MINNEAPOLIS, MN 55440		   X     Chairman, President and CEO  

Signatures

 /s/ Timothy Beastrom, by Power of Attorney   06/05/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Vesting of PSUs upon effectiveness of the merger contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement") by and between The Valspar Corporation, The Sherwin-Williams Company ("Sherwin-Williams") and Viking Merger Sub Inc., a wholly owned subsidiary of Sherwin-Williams.
(2) Includes 123 shares vested in the Valspar Savings and Retirement Plan from 10/29/2016 through 6/1/2017.
(3) Pursuant to the Merger Agreement, each outstanding option was canceled in exchange for a cash payment equal to the product of (i) the number of shares subject to such option and (ii) the excess of $113.00 over the exercise price of the option.
(4) All of such options are fully vested, except the options at an exercise price of $76.85, which vest in equal annual installments on October 1, 2015, 2016 and 2017 and the options at an exercise price of $71.88, which vest in equal annual installments on September 30, 2016, 2017 and 2018.
(5) RSUs were to be paid out upon vesting. Pursuant to the Merger Agreement, each outstanding RSU was canceled in exchange for a cash payment equal to the product of (i) the number of shares subject to such RSU and (ii) $113.00. Vesting dates range from January 8, 2018 to January 14, 2019.
(6) Restricted stock unit award granted on 9/27/2016, which is after the date of the Merger Agreement. RSUs were to be paid out upon vesting on 9/27/2019. This award will be converted into an equivalent award relating to shares of Sherwin-Williams common stock on the terms set forth in the Merger Agreement.

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