Frank C. Sullivan - Aug 15, 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
Aug 15, 2022
Transactions value $
-$4,188,431
Form type
4
Date filed
8/16/2022, 04:45 PM
Previous filing
Jul 20, 2022
Next filing
Oct 14, 2022

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 $9.43M +200K +18.87% $47.14 1.26M Aug 15, 2022 Direct
transaction RPM Common Stock, $0.01 par value Disposed to Issuer -$9.43M -99.9K -7.93% $94.36 1.16M Aug 15, 2022 Direct
transaction RPM Common Stock, $0.01 par value Tax liability -$4.19M -44.4K -3.83% $94.36 1.12M Aug 15, 2022 Direct F1
holding RPM Common Stock, $0.01 par value 15K Aug 15, 2022 By LLC
holding RPM Common Stock, $0.01 par value 9.6K Aug 15, 2022 By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12
holding RPM Common Stock, $0.01 par value 3K Aug 15, 2022 As custodian for son
holding RPM Common Stock, $0.01 par value 4.9K Aug 15, 2022 By 401(k) Plan F2

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 Options Exercise $0 -200K -12.42% $0.00 1.41M Aug 15, 2022 Common Stock 200K $47.14 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes an aggregate of 7,382 shares of Common Stock issued pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (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.
F2 Approximate number of shares of Common Stock held as of August 15, 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.
F3 The Stock Appreciation Rights vested on July 20, 2016, 2017, 2018 and 2019.
F4 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 2016 and 2022 and expire ten years from the date of grant.