SEC Form 4 · accession 0001209191-18-043776

· RPM

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

Reporting owner

Edward W. Moore

Officer — SVP, GC & CCO

Period of report

Jul 20, 2018

Accepted (ET)

Jul 24, 2018 · 5:10 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
Common Stock, $0.01 par value	Jul 20, 2018	F	12,191	$61.65	D	48,931	D
Common Stock, $0.01 par value	Jul 23, 2018	M	7,500	$44.60	A	56,431	D
Common Stock, $0.01 par value	Jul 23, 2018	M	22,500	$47.14	A	78,931	D
Common Stock, $0.01 par value	Jul 23, 2018	D	22,709	$61.44	D	56,222	D
Common Stock, $0.01 par value	Jul 23, 2018	F	3,123	$61.44	D	53,099	D
Common Stock, $0.01 par value^F2,F3	Jul 23, 2018	S	4,168	$61.9089	D	48,931	D

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	$44.60	Jul 23, 2018	M	7,500	D	Jul 21, 2018	Jul 21, 2024	Common Stock	7,500	120,000	D
Stock Appreciation Rights^F5,F4	$47.14	Jul 23, 2018	M	22,500	D	—	Jul 20, 2025	Common Stock	22,500	97,500	D

Explanation of responses

F1On July 20, 2018, 31,000 shares of Common Stock issued to the reporting person as Performance Earned Restricted Stock pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the "Plan") vested. In accordance with the Plan, the reporting person disposed of 12,191 shares of Common Stock back to the Issuer to satisfy tax obligations of the reporting person.
F2Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $61.8901 - $69.99. 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.
F3Includes an aggregate of 10,130 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan and the RPM International Inc. 2014 Omnibus Equity and Incentive Plan, 7,492 vested restricted shares of Common Stock held in escrow in the 2007 RPM International Inc. Restricted Stock Plan until the reporting persons' retirement, and 12,500 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
F4The Stock Appreciation Rights vested on July 20, 2016, 2017 and 2018.
F5Stock Appreciation Rights granted pursuant to the RPM International Inc. 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 2015 and 2018 and expire 10 years from the date of grant.