SEC Form 5 · accession 0001209191-15-060788
RPM INTERNATIONAL INC/DE/ · RPM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank C Sullivan
Officer — Chairman and CEO · Director
Period of report
May 31, 2015
Accepted (ET)
Jul 14, 2015 · 4:14 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 | May 27, 2015 | G | 2,000 | $0.00 | D | 986,172 | D | |
| Common Stock, $0.01 par value | Dec 11, 2014 | G | 5,200 | $0.00 | D | 980,972 | D | |
| Common Stock, $0.01 par value | Oct 22, 2014 | G | 12,000 | $0.00 | D | 968,972 | D | |
| Common Stock, $0.01 par value | Aug 12, 2014 | G | 2,500 | $0.00 | D | 966,472 | D | |
| Common Stock, $0.01 par value | Jun 19, 2014 | G | 1,000 | $0.00 | D | 965,472 | D | |
| Common Stock, $0.01 par valueF1 | Jun 23, 2013 | G | 7,300 | $0.00 | A | 972,772 | D | |
| Common Stock, $0.01 par value | Dec 8, 2014 | G | 400 | $0.00 | A | 11,705 | I | By Thomas C. and Sandra S. Sullivan Irrevocable Grandchildren's Trust dated May 8, 2006 |
| Common Stock, $0.01 par value | holding | — | — | — | 15,000 | I | By LLC | |
| Common Stock, $0.01 par value | holding | — | — | — | 9,630 | I | By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12 | |
| Common Stock, $0.01 par value | holding | — | — | — | 3,000 | I | As custodian for son | |
| Common Stock, $0.01 par value | holding | — | — | — | 3,000 | I | As custodian for son | |
| Common Stock, $0.01 par value | holding | — | — | — | 3,000 | I | As custodian for son | |
| Common Stock, $0.01 par valueF2 | holding | — | — | — | 4,193 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF4,F3 | — | holding | — | — | — | — | — | Common Stock | 1,700,000 | 1,700,000 | D |
Explanation of responses
- F1Includes an aggregate of 53,661 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, 159,091 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 240,000 shares of Common Stock, issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan, and 174,000 shares of Common Stock, issued as Performance Earned 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 installments commencing one year after the date of grant. These Stock Appreciation Rights were granted between 2007 and 2014 and expire 10 years from the date of grant.