SEC Form 4 · accession 0001209191-18-003126

· RPM

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

Reporting owner

Officer — SVP, GC & CCO

Period of report

Jan 8, 2018

Accepted (ET)

Jan 10, 2018 · 4:56 pm EST

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
Common Stock, $0.01 par value	Jan 8, 2018	M	22,500	$44.60	A	98,417	D
Common Stock, $0.01 par value	Jan 8, 2018	D	18,560	$54.07	D	79,857	D
Common Stock, $0.01 par value	Jan 8, 2018	F	1,362	$54.07	D	78,495	D
Common Stock, $0.01 par value^F1,F2	Jan 9, 2018	S	2,578	$53.791	D	75,917	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Appreciation Rights^F4,F3	$44.60	Jan 8, 2018	M	22,500	D	—	Jul 21, 2024	Common Stock	22,500	97,500	D

F1Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $53.7401 - $53.85. 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 9,883 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 6,534 vested restricted shares of Common Stock held in escrow in the 2007 RPM International Inc. Restricted Stock Plan until the reporting persons' retirement, 43,500 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan, 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.
F3The Stock Appreciation Rights vested on July 21, 2015, 2016 and 2017.
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 2014 and 2017 and expire 10 years from the date of grant.