Russell L. Gordon - 21 Jul 2021 Form 4 Insider Report for RPM INTERNATIONAL INC/DE/ (RPM)

Role: VP and CFO
Signature: /s/ Russell L. Gordon, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated April 4, 2012 on file with the Commission
Issuer symbol: RPM
Transactions as of: 21 Jul 2021
Net transactions value: -$195,679
Form type: 4
Filing time: 23 Jul 2021, 17:38:15 UTC
Previous filing: 02 Jun 2021
Next filing: 02 Jun 2022
SEC: View on sec.gov

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	+2,197	+2.1%	$0.000000	104,399	21 Jul 2021	Direct	F1
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+5,400	+5.2%	$0.000000	109,799	21 Jul 2021	Direct	F2
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+5,252	+4.8%	$0.000000	115,051	21 Jul 2021	Direct	F3
transaction	RPM	Common Stock, $0.01 par value	Tax liability	$195,679	-2,251	-2%	$86.93	112,800	21 Jul 2021	Direct	F3, F4

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	+20,000	+9.1%	$0.000000	240,000	21 Jul 2021	Common Stock	20,000	$86.93	Direct	F5, F6

* 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 2,197 shares of Common Stock, issued pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
F2	The reporting person was granted 5,400 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
F3	On July 21, 2021, a portion of the reporting person's Performance Stock Units previously granted on October 3, 2018 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 2,251 shares of Common Stock back to the Issuer to satisfy tax obligations of the reporting person.
F4	Includes an aggregate of 17,323 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, 16,269 vested restricted shares of Common Stock held in escrow in the 2007 RPM International Inc. Restricted Stock Plan until the reporting person's retirement, and 14,900 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
F5	The Stock Appreciation Rights vest in four equal installments, beginning on July 21, 2021.
F6	Stock 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 2013 and 2021 and expire 10 years from the date of grant.