SEC Form 4 · accession 0001209191-16-125116

· 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

May 31, 2016

Accepted (ET)

Jun 2, 2016 · 4:25 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^F2	May 31, 2016	F	5,553	$50.19	D	918,592	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^F3	holding	—	—		—	4,298	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	—	holding	—	—	—	—	—	Common Stock	1,600,000	1,600,000	D

Explanation of responses

F1On May 31, 2016, 16,652 shares of Common Stock issued to the reporting person pursuant to the 2007 RPM International Inc. Restricted Stock Plan (the "Plan") vested. In accordance with the terms of the Plan, the reporting person disposed of 5,553 shares back to the issuer to satisfy tax obligations of the reporting person.
F2Includes an aggregate of 42,182 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 28,467 vested restricted shares of Common Stock held in escrow in the 1997 RPM International Inc. Restricted Stock Plan and 68,761 vested restricted shares of Common Stock held in escrow in the 2007 RPM International Inc. Restricted Stock Plan until the reporting persons' retirement, 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.
F3Approximate number of shares held as of May 31, 2016 in the account of the reporting person by Wachovia Bank, N.A., as Trustee of the RPM International Inc. 401(k) Trust and Plan, as amended.
F4No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5.
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 installments commencing one year after the date of grant. These Stock Appreciation Rights were granted between 2008 and 2015 and expire 10 years from the date of grant.