Statement of Changes in Beneficial Ownership (4)
January 28 2021 - 4:20PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Gordon Russell L |
2. Issuer Name and Ticker or Trading Symbol
RPM INTERNATIONAL INC/DE/
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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 and CFO |
(Last)
(First)
(Middle)
2628 PEARL ROAD, P.O. BOX 777 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/26/2021 |
(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 | 1/26/2021 | | F(1) | | 10405 | D | $86.72 | 103997 | D | |
Common Stock, $0.01 par value | 1/26/2021 | | M | | 20000 | A | $25.87 | 123997 | D | |
Common Stock, $0.01 par value | 1/26/2021 | | D | | 5967 | D | $86.72 | 118030 | D | |
Common Stock, $0.01 par value | 1/26/2021 | | F | | 4365 | D | $86.72 | 113665 | D | |
Common Stock, $0.01 par value | 1/27/2021 | | S | | 9668 | D | $84.89 (2) | 103997 (3) | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Appreciation Rights | $25.87 | 1/26/2021 | | M | | | 20000 | (4) | 7/16/2022 | Common Stock | 20000 | $0.00 | 220000 (5) | D | |
Explanation of Responses: |
(1) | On January 26, 2021, 24,281 shares of Common Stock issued to the reporting person pursuant to the 2007 RPM International Inc. Restricted Stock Plan (the "Plan") vested. In accordance with the terms of the Plan, the reporting person disposed of 10,405 shares of Common Stock back to the issuer to satisfy tax obligations of the reporting person. |
(2) | Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $84.436 - $85.29. The reporting person hereby undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. |
(3) | Includes an aggregate of 19,314 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, 13,876 vested restricted shares of Common Stock held in escrow in the 2007 RPM International Inc. Restricted Stock Plan until the reporting persons' retirement, and 9,500 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan. |
(4) | The Stock Appreciation Rights vested on July 16, 2013, 2014, 2015 and 2016. |
(5) | 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 2013 and 2020 and expire 10 years from the date of grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gordon Russell L 2628 PEARL ROAD P.O. BOX 777 MEDINA, OH 44258 |
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| VP and CFO |
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Signatures
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/s/ Russell L. Gordon, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated April 4, 2012 on file with the Commission | | 1/28/2021 |
**Signature of Reporting Person | Date |
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