SEC Form 4 · accession 0001209191-16-115168

· RPM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Ronald A Rice

Officer — President and COO

Period of report

Apr 19, 2016

Accepted (ET)

Apr 21, 2016 · 4:24 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	Apr 19, 2016	M	50,000	$20.73	A	402,925	D
Common Stock, $0.01 par value	Apr 19, 2016	D	20,146	$51.45	D	382,779	D
Common Stock, $0.01 par value	Apr 19, 2016	F	11,032	$51.45	D	371,747	D
Common Stock, $0.01 par value^F1,F2	Apr 20, 2016	S	18,822	$51.147	D	352,925	D
Common Stock, $0.01 par value^F3	holding	—	—		—	4,656	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^F5,F4	$20.73	Apr 19, 2016	M	50,000	D	—	Oct 7, 2020	Common Stock	50,000	560,000	D

Explanation of responses

F1Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $51.03 - 51.47. 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.
F2Includes an aggregate of 14,786 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, 101,066 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 92,500 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 and 2014 Omnibus Equity Incentive Plans, and 40,000 shares of Common Stock, issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
F3Approximate number of shares held as of April 19, 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.
F4The Stock Appreciation Rights vested on October 7, 2011 and 2012.
F5Stock 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 2009 and 2015 and expire 10 years from the date of grant.