Frank C. Sullivan - Jul 18, 2024 Form 4 Insider Report for RPM INTERNATIONAL INC/DE/ (RPM)

Signature
/s/ Frank C. Sullivan, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated September 26, 2013 on file with the Commission
Stock symbol
RPM
Transactions as of
Jul 18, 2024
Transactions value $
-$1,055,081
Form type
4
Date filed
7/22/2024, 04:34 PM
Previous filing
May 7, 2024
Next filing
Aug 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RPM Common Stock, $0.01 par value Award $0 +11.1K +1.09% $0.00 1.04M Jul 18, 2024 Direct F1
transaction RPM Common Stock, $0.01 par value Award $0 +20.3K +1.96% $0.00 1.06M Jul 18, 2024 Direct F2
transaction RPM Common Stock, $0.01 par value Tax liability $0 -8.09K -0.77% $0.00 1.05M Jul 18, 2024 Direct F2
transaction RPM Common Stock, $0.01 par value Tax liability -$1.06M -9.38K -0.89% $112.47 1.04M Jul 21, 2024 Direct F3, F4
holding RPM Common Stock, $0.01 par value 15.6K Jul 18, 2024 By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12
holding RPM Common Stock, $0.01 par value 3K Jul 18, 2024 As custodian for son
holding RPM Common Stock, $0.01 par value 5.06K Jul 18, 2024 By 401(k) Plan F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RPM Stock Appreciation Rights Award $0 +85.1K +7.49% $0.00 1.22M Jul 18, 2024 Common Stock 85.1K $114.26 Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person was granted 11,140 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the "Plan").
F2 On July 18, 2024, a portion of the Reporting Person's Performance Stock Units previously granted in 2020 pursuant to the Plan vested. In accordance with the Plan, the Reporting Person disposed of 8,089 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
F3 On July 21, 2024, 21,150 shares of Common Stock issued to the Reporting Person as Performance Earned Restricted Stock pursuant to the Plan vested. In accordance with the Plan, the Reporting Person disposed of 9,381 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
F4 Includes an aggregate of 1,844 shares of Common Stock issued pursuant to the Plan, 28,467 vested restricted shares of Common Stock held in escrow in the 1997 RPM International Inc. Restricted Stock Plan, 102,136 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement, and 21,540 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the Plan.
F5 Approximate number of shares of Common Stock held as of July 18, 2024 in the account of the Reporting Person by Fidelity Trust Management Company, as Trustee of the RPM International Inc. 401(k) Trust and Plan, as amended.
F6 The Stock Appreciation Rights vest in four equal installments, beginning on July 18, 2025.
F7 Stock Appreciation Rights granted pursuant to the Plan 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 2018 and 2024 and expire 10 years from the date of grant.