Statement of Changes in Beneficial Ownership (4)
July 26 2019 - 5:26PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Kastner Janeen B.
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2. Issuer Name
and
Ticker or Trading Symbol
RPM INTERNATIONAL INC/DE/
[
RPM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP Corp. Benefits/Risk Mgmt.
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(Last)
(First)
(Middle)
2628 PEARL ROAD, P.O. BOX 777
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/25/2019
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(Street)
MEDINA, OH 44258
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.01 par value
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7/25/2019
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F
(1)
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2228
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D
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$66.45
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75350
(2)
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D
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Common Stock, $0.01 par value
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987
(3)
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I
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By 401(k) Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Appreciation Rights
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(4)
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(5)
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(5)
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Common Stock
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170000
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170000
(5)
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D
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Explanation of Responses:
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(1)
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On July 25, 2019, 8,000 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 2,228 shares of Common Stock back to the Issuer to satisfy tax obligations of the reporting person.
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(2)
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Includes an aggregate of 23,458 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, and 5,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
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(3)
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Approximate number of shares held as of July 25, 2019 in the account of reporting person by Fidelity Management Trust Company , as Trustee of the RPM International Inc. 401(k) Trust and Plan, as amended.
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(4)
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No transaction is being reported on this line. Reported on a previously filed Form 3 or Form 4.
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(5)
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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 2014 and 2019 and expire 10 years from the date of grant.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kastner Janeen B.
2628 PEARL ROAD
P.O. BOX 777
MEDINA, OH 44258
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VP Corp. Benefits/Risk Mgmt.
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Signatures
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/s/ Janeen B. Kastner, by Gregory J. Dziak, her attorney-in-fact pursuant to Power of Attorney dated October 9, 2014 on filed with the Commission
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7/26/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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