SEC Form 4 · accession 0001209191-15-061761

· 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

Jul 16, 2015

Accepted (ET)

Jul 20, 2015 · 6:57 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	26,338	$47.59	D	946,434	D
Common Stock, $0.01 par value	Jul 20, 2015	A	8,438	$0.00	A	954,872	D
Common Stock, $0.01 par value^F4	Jul 20, 2015	A	75,000	$0.00	A	1,029,872	D
Common Stock, $0.01 par value	holding	—	—		—	15,000	I	By LLC
Common Stock, $0.01 par value	holding	—	—		—	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	—	—		—	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 value^F5	holding	—	—		—	4,226	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 Rights^F7,F6	$47.14	Jul 20, 2015	A	200,000	A	—	Jul 20, 2025	Common Stock	200,000	1,900,000	D

Explanation of responses

F1On July 16, 2015, 60,000 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 26,338 shares of Common Stock back to the Issuer to satisfy tax obligations of the reporting person.
F2The reporting person was granted 8,438 shares of Common Stock, issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan.
F3The reporting person was granted 75,000 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 53,661 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, 167,529 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, 114,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan, and 75,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
F5Approximate number of shares held as of July 20, 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.
F6The Stock Appreciation Rights vest in four equal installments, beginning on July 20, 2016.
F7Stock 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 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.