SEC Form 4 · accession 0001209191-16-135211

· RPM

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

Reporting owner

Edward W. Moore

Officer — SVP, GC & CCO

Period of report

Aug 1, 2016

Accepted (ET)

Aug 3, 2016 · 4:26 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^F1	Aug 1, 2016	S	19,679	$53.9489	D	88,097	D
Common Stock, $0.01 par value	Aug 1, 2016	M	5,000	$25.87	A	93,097	D
Common Stock, $0.01 par value	Aug 1, 2016	M	7,500	$33.80	A	100,597	D
Common Stock, $0.01 par value	Aug 1, 2016	D	7,095	$53.97	D	93,502	D
Common Stock, $0.01 par value	Aug 1, 2016	F	2,537	$53.97	D	90,965	D
Common Stock, $0.01 par value^F2,F3	Aug 2, 2016	S	2,868	$53.5793	D	88,097	D
Common Stock, $0.01 par value^F4	Aug 3, 2016	I	9,505	$53.66	D	0	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	$25.87	Aug 1, 2016	M	5,000	D	Jul 16, 2016	Jul 16, 2022	Common Stock	5,000	105,000	D
Stock Appreciation Rights^F5	$33.80	Aug 1, 2016	M	7,500	D	Jul 18, 2016	Jul 18, 2023	Common Stock	7,500	97,500	D

Explanation of responses

F1Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $53.7 - $54.2. 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 $53.505 - $53.65. 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 9,638 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 5,459 vested restricted shares of Common Stock held in escrow in the 2007 RPM International Inc. Restricted Stock Plan until the reporting persons' retirement, 57,000 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 16,000 shares of Common Stock, issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
F4Shares sold under the RPM International Inc. 401(k) Trust and Plan, as amended, in a transaction exempt from Section 16(b) pursuant to Rule 16(b)-3(f).
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 2013 and 2016 and expire 10 years from the date of grant.