Frank C. Sullivan - Jul 21, 2021 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: Jul 21, 2021
Transactions value $: -$1,012,474
Form type: 4
Date filed: 7/23/2021, 05:44 PM
Previous filing: Jul 13, 2021
Next filing: May 9, 2022

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	+1.73K	+0.17%	$0.00	1.02M	Jul 21, 2021	Direct	F1
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+21.2K	+2.07%	$0.00	1.04M	Jul 21, 2021	Direct	F2
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+26.3K	+2.52%	$0.00	1.07M	Jul 21, 2021	Direct	F3
transaction	RPM	Common Stock, $0.01 par value	Tax liability	-$1.01M	-11.6K	-1.09%	$86.93	1.06M	Jul 21, 2021	Direct	F3, F4
holding	RPM	Common Stock, $0.01 par value						15K	Jul 21, 2021	By LLC
holding	RPM	Common Stock, $0.01 par value						9.6K	Jul 21, 2021	By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12
holding	RPM	Common Stock, $0.01 par value						3K	Jul 21, 2021	As custodian for son
holding	RPM	Common Stock, $0.01 par value						4.79K	Jul 21, 2021	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	+200K	+16.53%	$0.00	1.41M	Jul 21, 2021	Common Stock	200K	$86.93	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 1,732 shares of Common Stock, issued pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
F2	The reporting person was granted 21,150 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 11,647 shares of Common Stock back to the Issuer to satisfy tax obligations of the reporting person.
F4	Includes an aggregate of 8,401 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, 28,467 vested restricted shares of Common Stock held in escrow in the 1997 RPM International Inc. Restricted Stock Plan, 97,505 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 59,150 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
F5	Approximate number of shares held as of July 21, 2021 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.
F6	The Stock Appreciation Rights vest in four equal installments, beginning on July 21, 2022.
F7	Stock 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 2021 and expire 10 years from the date of grant.