X0202 4 2005-10-05 0 0000110621 RPM INTERNATIONAL INC/DE/ RPM 0001224032 MATEJKA ROBERT L 2628 PEARL ROAD P.O. BOX 777 MEDINA OH 44258 0 1 0 0 VP, CFO and Controller Common Stock, $0.01 par value 2005-10-05 4 A 0 6000 0.00 A 67413 D Common Stock, $0.01 par value 905 I By 401(k) Plan Stock Option (Right to Buy) Common Stock 135000 135000 D Phantom Stock Common Stock 399 399 D Stock Appreciation Rights 17.65 2005-10-05 4 A 0 25000 0.00 A 2015-10-04 Common Stock 25000 25000 D The reporting person was granted 6,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan. Includes an aggregate of 6,413 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, 40,000 shares of Common Stock issued pursuant to the RPM International Inc. 2002 Performance Accelerated Restricted Stock Plan, as amended, and 11,000 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 October 5, 2005 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 between 2000 and 2004 and expire 10 years from the date of grant. 1-for-1 Upon cessation of employment in accordance with the terms and conditions of the RPM International Inc. Deferred Compensation Plan, as amended. These phantom stock units 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. Stock Appreciation Rights granted pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan in an exempt transaction under Rule 16b-3. The Stock Appreciation Rights vest in four equal installments, beginning on October 5, 2006. /s/ Robert L. Matejka, by Arthur C. Hall III, his attorney-in-fact pursuant to Power of Attorney dated November 1, 2004 on file with the Commission 2005-10-07