0001209191-23-044604.txt : 20230804 0001209191-23-044604.hdr.sgml : 20230804 20230804163711 ACCESSION NUMBER: 0001209191-23-044604 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230802 FILED AS OF DATE: 20230804 DATE AS OF CHANGE: 20230804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SULLIVAN FRANK C CENTRAL INDEX KEY: 0001224025 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14187 FILM NUMBER: 231144542 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RPM INTERNATIONAL INC/DE/ CENTRAL INDEX KEY: 0000110621 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 020642224 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 2628 PEARL RD STREET 2: P O BOX 777 CITY: MEDINA STATE: OH ZIP: 44258 BUSINESS PHONE: 3302735090 MAIL ADDRESS: STREET 1: 2628 PEARL RD STREET 2: P O BOX 777 CITY: MEDINA STATE: OH ZIP: 44258 FORMER COMPANY: FORMER CONFORMED NAME: RPM INTERNATIONAL INC/OH/ DATE OF NAME CHANGE: 20021015 FORMER COMPANY: FORMER CONFORMED NAME: RPM INC/OH/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC POWDERED METALS INC DATE OF NAME CHANGE: 19711027 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-08-02 0 0000110621 RPM INTERNATIONAL INC/DE/ RPM 0001224025 SULLIVAN FRANK C 2628 PEARL ROAD MEDINA OH 44258 1 1 0 0 Chairman and CEO 0 Common Stock, $0.01 par value 2023-08-03 4 M 0 200000 50.99 A 1260935 D Common Stock, $0.01 par value 2023-08-03 4 D 0 99126 102.88 D 1161809 D Common Stock, $0.01 par value 2023-08-03 4 F 0 44737 102.88 D 1117072 D Common Stock, $0.01 par value 15600 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 4992 I By 401(k) Plan Common Stock, $0.01 par value 20433 I As Co-Trustee of the Thomas C. Sullivan Trust dated 12/14/1987, as Amended Common Stock, $0.01 par value 2023-08-02 4 S 0 20433 103.5376 D 0 I As Co-Trustee of the Thomas C. Sullivan Trust dated 12/14/1987, as Amended Stock Appreciation Rights 50.99 2023-08-03 4 M 0 200000 0.00 D 2026-07-25 Common Stock 200000 1336000 D Includes an aggregate of 4,294 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, 99,686 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement, and 31,550 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the Plan. Approximate number of shares of Common Stock held as of August 2, 2023 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. The Reporting Person became co-trustee of this trust on December 1, 2020, in an event not reportable under Section 16, by operation of the trust agreement following the prior trustee's passing. The trust did not engage in any transactions in shares of Common Stock from that date until August 2, 2023, when the Reporting Person's co-trustee directed the liquidation of all shares of Common Stock held by the trust. That transaction is reported herein. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $103.10 - $103.835. The reporting person hereby undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. The Stock Appreciation Rights vested on July 25, 2017, 2018, 2019 and 2020. 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 2017 and 2023 and expire ten years from the date of grant. /s/ Frank C. Sullivan, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated September 26, 2013 on file with the Commission 2023-08-04