SEC Form 4 · accession 0001209191-16-136561

· RPM

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

Reporting owner

Officer — President and COO

Period of report

Aug 9, 2016

Accepted (ET)

Aug 11, 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	Aug 9, 2016	M	10,000	$18.96	A	380,088	D
Common Stock, $0.01 par value	Aug 9, 2016	M	50,000	$20.73	A	430,088	D
Common Stock, $0.01 par value	Aug 9, 2016	D	22,330	$54.91	D	407,758	D
Common Stock, $0.01 par value^F1	Aug 9, 2016	F	17,121	$54.91	D	390,637	D
Common Stock, $0.01 par value^F2	holding	—	—		—	4,681	I	By 401(k) Plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Appreciation Rights^F3	$18.96	Aug 9, 2016	M	10,000	D	—	Oct 8, 2019	Common Stock	10,000	650,000	D
Stock Appreciation Rights^F5,F4	$20.73	Aug 9, 2016	M	50,000	D	—	Oct 7, 2020	Common Stock	50,000	600,000	D

F1Includes an aggregate of 14,786 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, 105,455 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 87,500 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.
F2Approximate number of shares held as of July 25, 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.
F3The Stock Appreciation Rights vested on October 8, 2010, 2011, 2012 and 2013.
F4The Stock Appreciation Rights vested on October 7, 2013 and 2014.
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 2011 and 2016 and expire 10 years from the date of grant.