Frank C. Sullivan - Jul 18, 2022 Form 4 Insider Report for RPM INTERNATIONAL INC/DE/ (RPM)

Role: Chairman and CEO, Director
Signature: /s/ Frank C. Sullivan, by Gregory S. Harvey, 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, 2022
Transactions value $: -$1,889,072
Form type: 4
Date filed: 7/20/2022, 05:13 PM
Previous filing: Jul 14, 2022
Next filing: Aug 16, 2022

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	-$719K	-8.87K	-0.85%	$81.01	1.04M	Jul 18, 2022	Direct	F1
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+34.3K	+3.29%	$0.00	1.07M	Jul 18, 2022	Direct	F2
transaction	RPM	Common Stock, $0.01 par value	Tax liability	-$1.17M	-14.4K	-1.34%	$81.01	1.06M	Jul 18, 2022	Direct	F2, F3
holding	RPM	Common Stock, $0.01 par value						15K	Jul 18, 2022	By LLC
holding	RPM	Common Stock, $0.01 par value						9.6K	Jul 18, 2022	By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12
holding	RPM	Common Stock, $0.01 par value						3K	Jul 18, 2022	As custodian for son
holding	RPM	Common Stock, $0.01 par value						4.88K	Jul 18, 2022	By 401(k) Plan	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	+200K	+14.18%	$0.00	1.61M	Jul 18, 2022	Common Stock	200K	$81.01	Direct	F5, F6

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

Explanation of Responses:

Id	Content
F1	On July 18, 2022, 20,000 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 8,870 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
F2	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 14,449 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
F3	Includes an aggregate of 7,382 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, 97,505 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement, and 39,150 shares of Common Stock, issued as Performance Earned Restricted Stock pursuant to the Plan.
F4	Approximate number of shares 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.
F5	The Stock Appreciation Rights vest in four equal installments, beginning on July 18, 2023.
F6	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.