X0306 4 2012-07-16 0 0000110621 RPM INTERNATIONAL INC/DE/ RPM 0001546777 Gordon Russell L 2628 PEARL ROAD P.O. BOX 777 MEDINA OH 44258 0 1 0 0 VP and CFO Common Stock, $0.01 par value 2012-07-16 4 A 0 2574 0.00 A 47211 D Common Stock, $0.01 par value 2012-07-16 4 A 0 10000 0.00 A 57211 D Stock Option (Right to Buy) 2014-10-29 Common Stock 5000 5000 D Stock Appreciation Rights 25.87 2012-07-16 4 A 0 20000 0.00 A 2022-07-16 Common Stock 20000 25000 D The reporting person was granted 2,574 shares of Common Stock, issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan. The reporting person was granted 10,000 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 12,772 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 23,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan, and 15,000 shares of Common Stock, issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan. No transaction is being reported on this line. Reported on a previously filed Form 3. 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 16, 2013. 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 in 2005 and 2012 and expire 10 years from the date of grant. /s/ Russell L. Gordon, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated April 4, 2012 on file with the Commission 2012-07-18