Janeen B. Kastner - 18 Jul 2022 Form 4 Insider Report for RPM INTERNATIONAL INC/DE/ (RPM)

Role: VP Corp. Benefits/Risk Mgmt.
Signature: /s/ Janeen B. Kastner, by Gregory S. Harvey, her attorney-in-fact pursuant to Power of Attorney dated October 9, 2014 on file with the Commission
Issuer symbol: RPM
Transactions as of: 18 Jul 2022
Net transactions value: -$291,312
Form type: 4
Filing time: 20 Jul 2022, 17:02:39 UTC
Previous filing: 02 Jun 2022
Next filing: 02 Jun 2023
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	Tax liability	$136,664	-1,687	-1.8%	$81.01	93,226	18 Jul 2022	Direct	F1
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+1,683	+1.8%	$0.000000	94,909	18 Jul 2022	Direct	F2
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+6,852	+7.2%	$0.000000	101,761	18 Jul 2022	Direct	F3
transaction	RPM	Common Stock, $0.01 par value	Tax liability	$154,648	-1,909	-1.9%	$81.01	99,852	18 Jul 2022	Direct	F3, F4
holding	RPM	Common Stock, $0.01 par value						1,044	18 Jul 2022	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	+20,000	+11%	$0.000000	200,000	18 Jul 2022	Common Stock	20,000	$81.01	Direct	F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 18, 2022, 5,000 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 1,687 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
F2	The Reporting Person was granted 1,683 shares of Common Stock, issued pursuant to the Plan.
F3	On July 18, 2022, a portion of the Reporting Person's Performance Stock Units previously granted in 2019 pursuant to the Plan vested. In accordance with the Plan, the Reporting Person disposed of 1,909 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
F4	Includes an aggregate of 11,157 shares of Common Stock issued pursuant to the Plan, 10,528 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement and 9,900 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, 2022 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, 2023.
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 2015 and 2022 and expire 10 years from the date of grant.