SEC Form 4 · accession 0001209191-15-061747
RPM INTERNATIONAL INC/DE/ · RPM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Russell L Gordon
Officer — VP and CFO
Period of report
Jul 16, 2015
Accepted (ET)
Jul 20, 2015 · 6:46 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 | Jul 16, 2015 | F | 3,085 | $47.59 | D | 85,434 | D | |
| Common Stock, $0.01 par value | Jul 20, 2015 | A | 4,705 | $0.00 | A | 90,139 | D | |
| Common Stock, $0.01 par valueF4 | Jul 20, 2015 | A | 11,000 | $0.00 | A | 101,139 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF6,F5 | $47.14 | Jul 20, 2015 | A | 30,000 | A | — | Jul 20, 2025 | Common Stock | 30,000 | 110,000 | D |
Explanation of responses
- F1On July 16, 2015, 10,000 shares of Common Stock issued to the reporting person as Performance Earned Restricted Stock pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan (the "Plan") vested. In accordance with the Plan, the reporting person disposed of 3,085 shares of Common Stock back to the Issuer to satisfy tax obligations of the reporting person.
- F2The reporting person was granted 4,705 shares of Common Stock, issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan.
- F3The reporting person was granted 11,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
- F4Includes an aggregate of 24,281 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 28,500 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan, 15,000 shares of Common Stock, issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan, and 11,000 shares of Common Stock issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
- F5The Stock Appreciation Rights vest in four equal installments, beginning on July 20, 2016.
- F6Stock Appreciation Rights granted pursuant to the RPM International Inc. 2004 and 2014 Omnibus Equity and Incentive Plans in exempt transactions 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 2015 and expire 10 years from the date of grant.