SEC Form 4 · accession 0001209191-15-063661

· 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 31, 2015

Accepted (ET)

Aug 4, 2015 · 4:33 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 31, 2015	F	109,300	$46.87	D	920,572	D
Common Stock, $0.01 par value	Jul 31, 2015	D	7,200	$0.00	D	913,372	D
Common Stock, $0.01 par value^F3	Jul 31, 2015	A	80,000	$0.00	A	993,372	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^F4	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^F6,F5	—	holding	—	—	—	—	—	Common Stock	1,900,000	1,900,000	D

Explanation of responses

F1On July 31, 2015, 232,800 shares of Common Stock issued to the reporting person as Performance Contingent 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 109,300 shares of Common Stock back to the Issuer to satisfy tax obligations of the reporting person.
F2The reporting person was granted 80,000 shares of Common Stock, issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
F3Includes 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, 189,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 and 2014 Omnibus Equity and Incentive Plans, and 80,000 shares of Common Stock, issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
F4Approximate number of shares held as of July 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.
F5No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5.
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 installments commencing one year after the date of grant. These Stock Appreciation Rights were granted between 2007 and 2015 and expire 10 years from the date of grant.