FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
                      

1. Name and Address of Reporting Person *

SULLIVAN FRANK C
2. Issuer Name and Ticker or Trading Symbol

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

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

2628 PEARL ROAD,  P.O. BOX 777
3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
5/31/2022 
(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. Date2A. Deemed Execution Date, if any3. 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)
Amount(A) or (D)Price
Common Stock, $0.01 par value 12/17/2021  G 7550 D$0.00 1049068 (1)D  
Common Stock, $0.01 par value        15000 I By LLC 
Common Stock, $0.01 par value        9600 I By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12 
Common Stock, $0.01 par value        3000 I As custodian for son 
Common Stock, $0.01 par value        4880 (2)I By 401(k) Plan 

Table II - Derivative Securities Acquired, Disposed of, or 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 Date
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Rights           (4) (4)Common Stock 1410000  1410000 (4)D  

Explanation of Responses:
(1) Includes an aggregate of 4,932 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, 99,955 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement, and 59,150 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the Plan.
(2) Approximate number of shares held as of May 31, 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.
(3) No transaction is being reported on this line. Reported on previously filed Form 3, Form 4 or Form 5.
(4) 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 2021 and expire 10 years from the date of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SULLIVAN FRANK C
2628 PEARL ROAD
P.O. BOX 777
MEDINA, OH 44258
X
Chairman and CEO

Signatures
/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.7/14/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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