SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	December 31, 2014
Estimated average burden
hours per response:		0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMILEY KEITH R

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

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, Treasurer and Asst. Sec.

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	07/14/2003		A		999	A	0	9,793⁽¹⁾	D
Common Stock, $0.01 par value	08/08/1988		J		0	A	0	293⁽²⁾	D
Common Stock, $0.01 par value	08/08/1988		J		0	A	0	2,627⁽³⁾	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 Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	11.36	08/08/1988		J⁽⁴⁾			0	07/21/1994⁽⁵⁾	07/21/2003	Common Stock	4,688	$0	4,688⁽⁵⁾	D
Stock Option (Right to Buy)	10.72	08/08/1988		J⁽⁴⁾			0	07/20/1995	07/20/2004	Common Stock	6,250	$0	10,938⁽⁵⁾	D
Stock Option (Right to Buy)	12.64	08/08/1988		J⁽⁴⁾			0	07/18/1996⁽⁵⁾	07/18/2005	Common Stock	15,625	$0	26,563⁽⁵⁾	D
Stock Option (Right to Buy)	12	08/08/1988		J⁽⁴⁾			0	07/17/1997⁽⁵⁾	07/17/2006	Common Stock	16,250	$0	42,813⁽⁵⁾	D
Stock Option (Right to Buy)	15.15	08/08/1988		J⁽⁴⁾			0	07/16/1998⁽⁶⁾	07/16/2007	Common Stock	18,750	$0	18,750⁽⁶⁾	D
Stock Option (Right to Buy)	16.125	08/08/1988		J⁽⁴⁾			0	07/15/1999⁽⁶⁾	07/15/2008	Common Stock	20,000	$0	38,750⁽⁶⁾	D
Stock Option (Right to Buy)	15	08/08/1988		J⁽⁴⁾			0	08/03/2000⁽⁶⁾	08/03/2009	Common Stock	20,000	$0	58,750⁽⁶⁾	D
Stock Option (Right to Buy)	9.5625	08/08/1988		J⁽⁴⁾			0	02/28/2001⁽⁶⁾	02/28/2010	Common Stock	25,000	$0	83,750⁽⁶⁾	D
Stock Option (Right to Buy)	9.26	08/08/1988		J⁽⁴⁾			0	02/01/2002⁽⁶⁾	02/01/2011	Common Stock	40,000	$0	123,750⁽⁶⁾	D
Stock Option (Right to Buy)	14.08	08/08/1988		J⁽⁶⁾			0	10/11/2003⁽⁶⁾	10/11/2012	Common Stock	35,000	$0	158,750⁽⁶⁾	D
Phantom Stock	0⁽⁷⁾	08/08/1988		J⁽⁴⁾			0	08/08/1988	08/08/1988	Common Stock	379	$0	379⁽⁷⁾	D
Phantom Stock	0⁽⁸⁾	08/08/1988		J			0	08/08/1988	08/08/1988	Common Stock	4,655	$0	4,655⁽⁸⁾	D

Explanation of Responses:

1. Includes an aggregate of 5,105 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended.

2. Acquired through automatic reinvestment of quarterly dividends pursuant to a Dividend Reinvestment Plan.

3. Approximate number of shares held as of July 14, 2003 in the account of reporting person by Wachovia Bank, N.A., as Trustee of the RPM International Inc. 401(k) Trust and Plan, as amended.

4. No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5.

5. Granted pursuant to the RPM International Inc. 1989 Stock Option Plan, as amended in an exempt transaction under Rule 16b-3. These options vest and become exercisable in 25% increments over four years commencing one year after the date of grant.

6. Granted pursuant to the RPM International Inc. 1996 Key Employees Stock Option Plan, as amended in an exempt transaction under Rule 16b-3. These options vest and become exercisable in 25% increments over four years commencing one year after the date of grant.

7. These phantom stock units, which had previously been reflected as dividends on restricted shares of Common Stock on Table I, represent the stock equivalent value of the restricted stock dividends held in the reporting person's account under the RPM International Inc. Deferred Compensation Plan, as amended and dividends accrued thereon.

8. These phantom stock units were accrued under the RPM International Inc. Deferred Compensation Plan, as amended.

	/s/ Keith R. Smiley, by Arthur C. Hall III, his attorney-in-fact pursuant to Power of Attorney dated April 10, 2002 on file with the Commission	07/16/2003
	** 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 Number.