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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sullivan Michael Hobart
2. Issuer Name and Ticker or Trading Symbol

RPM INTERNATIONAL INC/DE/ [ RPM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
VP, Operations and CRO
(Last)          (First)          (Middle)

2628 PEARL ROAD, P.O. BOX 777
3. Date of Earliest Transaction (MM/DD/YYYY)

7/21/2021
(Street)

MEDINA, OH 44258
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value 7/21/2021  A(1)  797 A$0.00 6254 D  
Common Stock, $0.01 par value 7/21/2021  A(2)  5400 A$0.00 11654 (3)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Rights $86.93 7/21/2021  A   20000     (4)7/21/2031 Common Stock 20000 $0.00 40000 (5)D  

Explanation of Responses:
(1) The reporting person was granted 797 shares of Common Stock, issued pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
(2) The reporting person was granted 5,400 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
(3) Includes an aggregate of 1,754 shares of Common Stock issued pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan and 9,900 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 vest in four equal installments, beginning on July 21, 2022.
(5) Stock Appreciation Rights granted pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan in exempt transactions under Rule 16b-3. These Stock Appreciation Rights vest in four equal installments commencing one year after the date of grant. These Stock Appreciation Rights were granted between 2020 and 2021 and expire 10 years from the date of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Sullivan Michael Hobart
2628 PEARL ROAD
P.O. BOX 777
MEDINA, OH 44258


VP, Operations and CRO

Signatures
/s/ Michael H. Sullivan, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated October 2, 2019 on file with the Commission7/23/2021
**Signature of Reporting PersonDate

RPM (NYSE:RPM)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more RPM Charts.
RPM (NYSE:RPM)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more RPM Charts.