0001209191-13-037432.txt : 20130722 0001209191-13-037432.hdr.sgml : 20130722 20130722174440 ACCESSION NUMBER: 0001209191-13-037432 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130718 FILED AS OF DATE: 20130722 DATE AS OF CHANGE: 20130722 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 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: 13979955 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-07-18 0 0000110621 RPM INTERNATIONAL INC/DE/ RPM 0001224025 SULLIVAN FRANK C 2628 PEARL ROAD P.O. BOX 777 MEDINA OH 44258 1 1 0 0 Chairman and CEO Common Stock, $0.01 par value 2013-07-18 4 A 0 11408 0.00 A 934282 D Common Stock, $0.01 par value 2013-07-18 4 A 0 60000 0.00 A 994282 D Common Stock, $0.01 par value 2013-07-19 4 F 0 42082 34.12 D 952200 D Common Stock, $0.01 par value 25000 I By LLC Common Stock, $0.01 par value 10809 I By Thomas C. and Sandra S. Sullivan Irrevocable Grandchildren's Trust dated May 8, 2006 Common Stock, $0.01 par value 9630 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 3000 I As custodian for son Common Stock, $0.01 par value 3000 I As custodian for son Common Stock, $0.01 par value 12500 I By Generation-Skipping Trust for son Common Stock, $0.01 par value 12500 I By Generation-Skipping Trust for son Common Stock, $0.01 par value 12500 I By Generation-Skipping Trust for son Common Stock, $0.01 par value 12500 I By Generation-Skipping Trust for son Common Stock, $0.01 par value 4089 I By 401(k) Plan Stock Option (Right to Buy) 2014-10-29 Common Stock 125000 125000 D Stock Appreciation Rights 33.80 2013-07-18 4 A 0 200000 0.00 A 2023-07-18 Common Stock 200000 1750000 D The reporting person was granted 11,408 shares of Common Stock, issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan. The reporting person was granted 60,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan. On July 19, 2013, 100,000 shares of Common Stock issued to the reporting person as Performance Earned Restricted Stock pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan (the "Plan") vested. In accordance with the Plan, the reporting person disposed of 42,082 shares of Common Stock back to the Issuer to satisfy tax obligations of the reporting person. Includes an aggregate of 53,661 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, 150,621 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 240,000 shares of Common Stock issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan, and 180,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan. Approximate number of shares held as of July 18, 2013 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. No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5. 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. These options were granted on October 29, 2004 and expire 10 years from the date of grant. The Stock Appreciation Rights vest in four equal installments, beginning on July 18, 2014. Stock Appreciation Rights granted pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive 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. These Stock Appreciation Rights were granted between 2005 and 2013 and expire 10 years from the date of grant. /s/ Frank C. Sullivan, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated May 14, 2007 on file with the Commission 2013-07-22