SEC Form 4 · accession 0001209191-16-090945
RPM INTERNATIONAL INC/DE/ · RPM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward W. Moore
Officer — SVP, GC & CCO
Period of report
Jan 8, 2016
Accepted (ET)
Jan 12, 2016 · 4:11 pm EST
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 valueF1 | Jan 8, 2016 | S | 14,483 | $41.80 | D | 99,052 | D | |
| Common Stock, $0.01 par value | Jan 8, 2016 | M | 5,000 | $22.16 | A | 104,052 | D | |
| Common Stock, $0.01 par value | Jan 8, 2016 | M | 5,000 | $25.87 | A | 109,052 | D | |
| Common Stock, $0.01 par value | Jan 8, 2016 | M | 7,500 | $33.80 | A | 116,552 | D | |
| Common Stock, $0.01 par value | Jan 8, 2016 | D | 11,980 | $41.21 | D | 104,572 | D | |
| Common Stock, $0.01 par value | Jan 8, 2016 | F | 1,884 | $41.21 | D | 102,688 | D | |
| Common Stock, $0.01 par valueF2,F3 | Jan 11, 2016 | S | 3,636 | $41.23 | D | 99,052 | D | |
| Common Stock, $0.01 par valueF4 | holding | — | — | — | 9,322 | 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 | $22.16 | Jan 8, 2016 | M | 5,000 | D | Jul 18, 2015 | Jul 18, 2021 | Common Stock | 5,000 | 92,500 | D |
| Stock Appreciation Rights | $25.87 | Jan 8, 2016 | M | 5,000 | D | Jul 16, 2015 | Jul 16, 2022 | Common Stock | 5,000 | 87,500 | D |
| Stock Appreciation RightsF5 | $33.80 | Jan 8, 2016 | M | 7,500 | D | Jul 18, 2015 | Jul 18, 2023 | Common Stock | 7,500 | 80,000 | D |
Explanation of responses
- F1Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $41.60 - $42.05. The reporting person hereby undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
- F2Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $41.21 - $41.28. The reporting person hereby undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
- F3Includes an aggregate of 9,236 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 4,316 vested restricted shares of Common Stock held in escrow in the 2007 RPM International Restricted Stock Plan until the reporting person's retirement, 59,500 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 16,000 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 January 11, 2016 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.
- F5Stock Appreciation Rights granted pursuant to the 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.