X0306 4 2016-04-19 0 0000110621 RPM INTERNATIONAL INC/DE/ RPM 0001224027 RICE RONALD A 2628 PEARL ROAD P.O. BOX 777 MEDINA OH 44258 0 1 0 0 President and COO Common Stock, $0.01 par value 2016-04-19 4 M 0 50000 20.73 A 402925 D Common Stock, $0.01 par value 2016-04-19 4 D 0 20146 51.45 D 382779 D Common Stock, $0.01 par value 2016-04-19 4 F 0 11032 51.45 D 371747 D Common Stock, $0.01 par value 2016-04-20 4 S 0 18822 51.147 D 352925 D Common Stock, $0.01 par value 4656 I By 401(k) Plan Stock Appreciation Rights 20.73 2016-04-19 4 M 0 50000 0.00 D 2020-10-07 Common Stock 50000 560000 D Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $51.03 - 51.47. 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. Includes an aggregate of 14,786 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, 101,066 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 92,500 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 and 2014 Omnibus Equity Incentive Plans, and 40,000 shares of Common Stock, issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan. Approximate number of shares held as of April 19, 2016 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. The Stock Appreciation Rights vested on October 7, 2011 and 2012. Stock Appreciation Rights granted pursuant to the RPM International Inc. 2004 and 2014 Omnibus Equity and Incentive Plans 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 2009 and 2015 and expire 10 years from the date of grant. /s/ Ronald A. Rice, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated September 26, 2013 on file with the Commission 2016-04-21