SEC Form 4 · accession 0001209191-17-057181
RPM INTERNATIONAL INC/DE/ · RPM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald A Rice
Officer — President and COO
Period of report
Oct 13, 2017
Accepted (ET)
Oct 17, 2017 · 5:37 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 | Oct 13, 2017 | M | 100,000 | $22.16 | A | 464,604 | D | |
| Common Stock, $0.01 par value | Oct 13, 2017 | M | 50,000 | $25.87 | A | 514,604 | D | |
| Common Stock, $0.01 par value | Oct 13, 2017 | D | 67,804 | $51.76 | D | 446,800 | D | |
| Common Stock, $0.01 par value | Oct 13, 2017 | F | 37,357 | $51.76 | D | 409,443 | D | |
| Common Stock, $0.01 par valueF1,F2 | Oct 17, 2017 | S | 44,839 | $51.83 | D | 364,612 | D | |
| Common Stock, $0.01 par valueF3 | holding | — | — | — | 4,796 | 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 | $22.16 | Oct 13, 2017 | M | 100,000 | D | — | Jul 18, 2021 | Common Stock | 100,000 | 600,000 | D |
| Stock Appreciation RightsF6,F5 | $25.87 | Oct 13, 2017 | M | 50,000 | D | — | Jul 16, 2022 | Common Stock | 50,000 | 550,000 | D |
Explanation of responses
- F1Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $51.8 - $51.89. 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 14,786 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, 109,466 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 56,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity Incentive Plan, 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.
- F3Approximate number of shares held as of October 13, 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.
- F4The Stock Appreciation Rights vested on July 18, 2012, 2013, 2014 and 2015.
- F5The Stock Appreciation Rights vested on July 16, 2013 and 2014.
- F6Stock 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 2012 and 2017 and expire 10 years from the date of grant.