FRANK C. SULLIVAN - 06 Nov 2023 Form 4 Insider Report for RPM INTERNATIONAL INC/DE/ (RPM)

Role
Chairman and CEO, Director
Signature
/s/ Frank C. Sullivan, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated September 26, 2013 on file with the Commission
Issuer symbol
RPM
Transactions as of
06 Nov 2023
Transactions value $
-$8,194,091
Form type
4
Filing time
08 Nov 2023, 16:30:42 UTC
Previous filing
04 Aug 2023
Next filing
19 Dec 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RPM Common Stock, $0.01 par value Options Exercise $11M +200K +17.9% $55.19 1.32M 06 Nov 2023 Direct
transaction RPM Common Stock, $0.01 par value Disposed to Issuer -$11M -115K -8.71% $96.20 1.2M 06 Nov 2023 Direct
transaction RPM Common Stock, $0.01 par value Tax liability -$3.64M -37.8K -3.14% $96.20 1.16M 06 Nov 2023 Direct
transaction RPM Common Stock, $0.01 par value Sale -$4.56M -47.4K -4.07% $96.03 1.12M 07 Nov 2023 Direct F1, F2
holding RPM Common Stock, $0.01 par value 15.6K 06 Nov 2023 By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12
holding RPM Common Stock, $0.01 par value 3K 06 Nov 2023 As custodian for son
holding RPM Common Stock, $0.01 par value 5.02K 06 Nov 2023 By 401(k) Plan F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RPM Stock Appreciation Rights Options Exercise $0 -200K -14.97% $0.00 1.14M 06 Nov 2023 Common Stock 200K $55.19 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $95.7143 - $96.31. 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.
F2 Includes an aggregate of 4,294 shares of Common Stock issued pursuant to the Plan, 28,467 vested restricted shares of Common Stock held in escrow in the 1997 RPM International Inc. Restricted Stock Plan, 99,686 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement, and 31,550 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the Plan.
F3 Approximate number of shares of Common Stock held as of November 6, 2023 in the account of the Reporting Person by Fidelity Trust Management Company, as Trustee of the RPM International Inc. 401(k) Trust and Plan, as amended.
F4 The Stock Appreciation Rights vested on July 17, 2018, 2019, 2020 and 2021.
F5 Stock Appreciation Rights granted pursuant to the Plan 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 2018 and 2023 and expire ten years from the date of grant.