SEC Form 5 · accession 0001209191-15-060786

· RPM

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

Reporting owner

Officer — President and COO

Period of report

May 31, 2015

Accepted (ET)

Jul 14, 2015 · 4:13 pm EDT

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	Nature of ownership
Common Stock, $0.01 par value^F1	Sep 30, 2014	G	2,175	$0.00	D	364,948	D
Common Stock, $0.01 par value^F2	holding	—	—		—	4,546	I	By 401(k) Plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Appreciation Rights^F4,F3	—	holding	—	—	—	—	—	Common Stock	510,000	510,000	D

F1Includes an aggregate of 14,786 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, 94,047 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 101,500 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan, and 120,000 shares of Common Stock, issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan.
F2Approximate number of shares held as of May 31, 2015 in the account of reporting person by Wachovia Bank, N.A., as Trustee of the RPM International Inc. 401(k) Trust and Plan, as amended.
F3No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5.
F4Stock 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 2009 and 2014 and expire 10 years from the date of grant.