Frank C. Sullivan - Aug 15, 2024 Form 4 Insider Report for RPM INTERNATIONAL INC/DE/ (RPM)

Role
Chairman and CEO, Director
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
Aug 15, 2024
Transactions value $
-$11,961,646
Form type
4
Date filed
8/19/2024, 05:29 PM
Previous filing
Jul 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RPM Common Stock, $0.01 par value Options Exercise $12.6M +210K +20.21% $60.01 1.25M Aug 15, 2024 Direct
transaction RPM Common Stock, $0.01 par value Disposed to Issuer -$12.6M -107K -8.6% $117.31 1.14M Aug 15, 2024 Direct
transaction RPM Common Stock, $0.01 par value Tax liability -$5.34M -45.5K -3.98% $117.31 1.1M Aug 15, 2024 Direct
transaction RPM Common Stock, $0.01 par value Sale -$6.63M -57.1K -5.21% $116.06 1.04M Aug 16, 2024 Direct F1
transaction RPM Common Stock, $0.01 par value Gift $0 -24K -2.31% $0.00 1.02M Aug 19, 2024 Direct F2
transaction RPM Common Stock, $0.01 par value Gift $0 +2K +66.67% $0.00 5K Aug 19, 2024 As custodian for son
holding RPM Common Stock, $0.01 par value 15.6K Aug 15, 2024 By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12
holding RPM Common Stock, $0.01 par value 5.08K Aug 15, 2024 By 401(k) Plan F3

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 Disposed to Issuer $0 -210K -17.2% $0.00 1.01M Aug 15, 2024 Common Stock 210K $60.01 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Price reported constitutes the average weighted price of shares sold. Shares were purchased at varying prices in the range of $115.49 - $117.23. 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 purchased at each separate price.
F2 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.
F3 Approximate number of shares of Common Stock held as of August 19, 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.
F4 The Stock Appreciation Rights vested on July 16, 2019, 2020, 2021 and 2022..
F5 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 2019 and 2024 and expire 10 years from the date of grant.