SEC Form 5 · accession 0001209191-17-045049
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
May 31, 2017
Accepted (ET)
Jul 13, 2017 · 4:50 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 | Sep 1, 2016 | G | 9,500 | $0.00 | D | 1,020,373 | D | |
| Common Stock, $0.01 par valueF1 | Feb 16, 2017 | G | 10,000 | $0.00 | D | 1,010,373 | D | |
| Common Stock, $0.01 par value | Nov 30, 2016 | G | 300 | $0.00 | A | 12,405 | I | By Thomas C. and Sandra S. Sullivan Irrevocable Grandchildren's Trust dated May 8, 2006 |
| Common Stock, $0.01 par value | holding | — | — | — | 15,000 | I | By LLC | |
| 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 valueF2 | holding | — | — | — | 4,385 | 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 RightsF4,F3 | — | holding | — | — | — | — | — | Common Stock | 1,400,000 | 1,400,000 | D |
Explanation of responses
- F1Includes an aggregate of 32,516 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 78,141 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.
- F2Approximate number of shares held as of May 31, 2017 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.
- F3No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5.
- F4Stock 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 2010 and 2016 and expire 10 years from the date of grant.