X0306 4 2017-10-13 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 2017-10-13 4 M 0 100000 22.16 A 464604 D Common Stock, $0.01 par value 2017-10-13 4 M 0 50000 25.87 A 514604 D Common Stock, $0.01 par value 2017-10-13 4 D 0 67804 51.76 D 446800 D Common Stock, $0.01 par value 2017-10-13 4 F 0 37357 51.76 D 409443 D Common Stock, $0.01 par value 2017-10-17 4 S 0 44839 51.83 D 364612 D Common Stock, $0.01 par value 4796 I By 401(k) plan Stock Appreciation Rights 22.16 2017-10-13 4 M 0 100000 0.00 D 2021-07-18 Common Stock 100000 600000 D Stock Appreciation Rights 25.87 2017-10-13 4 M 0 50000 0.00 D 2022-07-16 Common Stock 50000 550000 D Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $51.8 - $51.89. 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, 109,466 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 56,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity Incentive Plan, 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 October 13, 2017 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 July 18, 2012, 2013, 2014 and 2015. The Stock Appreciation Rights vested on July 16, 2013 and 2014. 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 2012 and 2017 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 2017-10-17