SEC Form 4 · accession 0001209191-18-004304

· 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

Jan 16, 2018

Accepted (ET)

Jan 18, 2018 · 5:05 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	Nature of ownership
Common Stock, $0.01 par value	Jan 16, 2018	M	200,000	$20.73	A	1,188,489	D
Common Stock, $0.01 par value	Jan 16, 2018	D	78,912	$52.54	D	1,109,577	D
Common Stock, $0.01 par value	Jan 16, 2018	F	50,985	$52.54	D	1,058,592	D
Common Stock, $0.01 par value^F1,F2	Jan 17, 2018	S	35,000	$52.3758	D	1,023,592	D
Common Stock, $0.01 par value	holding	—	—		—	15,000	I	By LLC
Common Stock, $0.01 par value	holding	—	—		—	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	—	—		—	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^F3	holding	—	—		—	4,475	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 Rights^F5,F4	$20.73	Jan 16, 2018	M	200,000	D	—	Oct 7, 2020	Common Stock	200,000	1,400,000	D

Explanation of responses

F1Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $52.185 - $52.4. 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 35,985 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, 125,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan, 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 January 16, 2018 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 vest in four equal installments, beginning on October 7, 2011.
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 2017 and expire 10 years from the date of grant.