Statement of Changes in Beneficial Ownership (4)
July 20 2022 - 4:55PM
Edgar (US Regulatory)
FORM 4
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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
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3235-0287
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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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Kinser Timothy R. |
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-Operations |
(Last)
(First)
(Middle)
2628 PEARL ROAD, P.O. BOX 777 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/18/2022 |
(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 | 7/18/2022 | | F(1) | | 997 | D | $81.01 | 15674 | D | |
Common Stock, $0.01 par value | 7/18/2022 | | A(2) | | 772 | A | $0.00 | 16446 | D | |
Common Stock, $0.01 par value | 7/18/2022 | | A(3) | | 2570 | A | $0.00 | 19016 | D | |
Common Stock, $0.01 par value | 7/18/2022 | | F(3) | | 854 | D | $81.01 | 18162 (4) | 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 | $81.01 | 7/18/2022 | | A | | 20000 | | (5) | 7/18/2032 | Common Stock | 20000 | $0.00 | 20000 (6) | D | |
Explanation of Responses: |
(1) | On July 18, 2022, 3,000 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 997 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person. |
(2) | The Reporting Person was granted 772 shares of Common Stock, issued pursuant to the Plan. |
(3) | On July 18, 2022, a portion of the Reporting Person's Performance Stock Units previously granted in 2019 pursuant to the Plan vested. In accordance with the Plan, the Reporting Person disposed of 854 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person. |
(4) | Includes an aggregate of 3,851 shares of Common Stock issued pursuant to the Plan and 6,600 shares of Common Stock issued as Performance Earned Restricted Stock pursuant to the Plan. |
(5) | The Stock Appreciation Rights vest in four equal installments, beginning on July 18, 2023. |
(6) | Stock Appreciation Rights granted pursuant to the Plan in an exempt transaction under Rule 16b-3. These Stock Appreciation Rights vest in four equal installments commencing one year after the date of grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kinser Timothy R. 2628 PEARL ROAD P.O. BOX 777 MEDINA, OH 44258 |
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| VP-Operations |
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Signatures
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/s/ Timothy R. Kinser, by Gregory S. Harvey, his attorney-in-fact pursuant to Power of Attorney dated October 14, 2021 on file with the Commission. | | 7/20/2022 |
**Signature of Reporting Person | Date |
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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