SEC Form 4 · accession 0001209191-15-009387

· RPM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — VP and CFO

Period of report

Feb 2, 2015

Accepted (ET)

Feb 4, 2015 · 4:10 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000110621

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock, $0.01 par value	Feb 2, 2015	M	5,000	$17.65	A	93,519	D
Common Stock, $0.01 par value	Feb 2, 2015	D	1,868	$47.25	D	91,651	D
Common Stock, $0.01 par value	Feb 2, 2015	F	1,020	$47.25	D	90,631	D
Common Stock, $0.01 par value^F1	Feb 3, 2015	S	2,112	$47.7015	D	88,519	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Appreciation Rights^F3,F2	$17.65	Feb 2, 2015	M	5,000	D	—	Oct 5, 2015	Common Stock	5,000	80,000	D

F1Includes an aggregate of 19,576 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 38,500 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan, and 15,000 shares of Common Stock, issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan.
F2The Stock Appreciation Rights vested in four equal installments on October 5, 2006, 2007, 2008 and 2009.
F3Stock Appreciation Rights granted pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan in an exempt transaction under Rule 16b-3. These Stock Appreciation Rights vest in four equal annual installments commencing one year after the date of grant. These Stock Appreciation Rights were granted between 2012 and 2014 and expire 10 years from the date of grant.