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
                      

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. Date of Earliest Transaction (MM/DD/YYYY)

7/18/2022
(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. 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 7/18/2022  F(1)  8870 D$81.01 1040198 D  
Common Stock, $0.01 par value 7/18/2022  A(2)  34260 A$0.00 1074458 D  
Common Stock, $0.01 par value 7/18/2022  F(2)  14449 D$81.01 1060009 (3)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 (4)I By 401(k) Plan 

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 $81.01 7/18/2022  A   200000     (5)7/18/2032 Common Stock 200000 $0.00 1610000 (6)D  

Explanation of Responses:
(1) On July 18, 2022, 20,000 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 8,870 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
(2) 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 14,449 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
(3) Includes an aggregate of 7,382 shares of Common Stock issued pursuant to the Plan, 28,467 vested restricted shares of Common Stock held in escrow in the 1997 RPM International Inc. Restricted Stock Plan, 97,505 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement, and 39,150 shares of Common Stock, issued as Performance Earned Restricted Stock pursuant to the Plan.
(4) Approximate number of shares held as of July 18, 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.
(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 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 2022 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 Commission7/20/2022
**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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