X0306 4 2014-07-18 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 2014-07-18 4 F 0 1851 44.79 A 71151 D Common Stock, $0.01 par value 2014-07-21 4 A 0 3868 0.00 A 75019 D Common Stock, $0.01 par value 2014-07-21 4 A 0 13500 0.00 A 88519 D Stock Appreciation Rights 44.60 2014-07-21 4 A 0 30000 0.00 A 2024-07-21 Common Stock 30000 85000 D On July 18, 2014, 6,000 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 1,851 shares of Common Stock back to the Issuer to satisfy tax obligations of the reporting person. The reporting person was granted 3,868 shares of Common Stock, issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan. The reporting person was granted 13,500 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 19,576 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 38,500 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. The Stock Appreciation Rights vest in four equal installments, beginning on July 21, 2015. 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 annual installments commencing one year after the date of grant. These Stock Appreciation Rights were granted between 2005 and 2014 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 2014-07-22