SEC Form 4 · accession 0001209191-16-135219
RPM INTERNATIONAL INC/DE/ · 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
Aug 1, 2016
Accepted (ET)
Aug 3, 2016 · 4:31 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 | Aug 1, 2016 | M | 200,000 | $14.05 | A | 1,144,622 | D | |
| Common Stock, $0.01 par value | Aug 1, 2016 | D | 52,066 | $53.97 | D | 1,092,556 | D | |
| Common Stock, $0.01 par value | Aug 1, 2016 | F | 67,236 | $53.97 | D | 1,025,320 | D | |
| Common Stock, $0.01 par valueF1,F2 | Aug 2, 2016 | S | 60,000 | $53.5643 | D | 965,320 | D | |
| Common Stock, $0.01 par value | holding | — | — | — | 15,000 | I | By LLC | |
| Common Stock, $0.01 par value | holding | — | — | — | 12,105 | 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 StockF3 | holding | — | — | — | 4,318 | 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 RightsF5,F4 | $14.05 | Aug 1, 2016 | M | 200,000 | D | — | Oct 10, 2018 | Common Stock | 200,000 | 1,600,000 | D |
Explanation of responses
- F1Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $53.37 - $53.9. 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 46,382 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, 179,000 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 July 25, 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.
- F4The Stock Appreciation Rights vested on October 10, 2009, 2010, 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 installments commencing one year after the date of grant. These Stock Appreciation Rights were granted between 2009 and 2016 and expire 10 years from the date of grant.