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Filing Details

Accession Number:: 0001209191-14-012365
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-02-20 16:34:47
Reporting Period:: 2014-02-18

Filing Date:: 2014-02-20
Accepted Time:: 2014-02-20 16:34:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
110621	Rpm International Inc	RPM	Paints, Varnishes, Lacquers, Enamels & Allied Prods (2851)	020642224

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1224025	C Frank Sullivan	2628 Pearl Road P.o. Box 777 Medina OH 44258	Chairman And Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock, $0.01 Par Value	Acquisiton	2014-02-18	125,000	$17.65	1,082,872	No	4	M	Direct
Common Stock, $0.01 Par Value	Disposition	2014-02-18	54,814	$40.25	1,028,058	No	4	D	Direct
Common Stock, $0.01 Par Value	Disposition	2014-02-18	28,632	$40.25	999,426	No	4	F	Direct
Common Stock, $0.01 Par Value	Disposition	2014-02-19	41,554	$40.11	957,872	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	D	Direct
No	4	F	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Appreciation Rights	Disposition	2014-02-18	125,000	$0.00	125,000	$17.65

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,625,000		2015-10-05	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, $0.01 Par Value	15,000	Indirect	By LLC
Common Stock, $0.01 Par Value	10,809	Indirect	By Thomas C. and Sandra S. Sullivan Irrevocable Grandchildren's Trust dated May 8, 2006
Common Stock, $0.01 Par Value	9,630	Indirect	By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12
Common Stock, $0.01 Par Value	3,000	Indirect	As custodian for son
Common Stock, $0.01 Par Value	3,000	Indirect	As custodian for son
Common Stock, $0.01 Par Value	3,000	Indirect	As custodian for son
Common Stock, $0.01 Par Value	4,111	Indirect	By 401(k) Plan

Footnotes

Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $40.04 - $40.20. 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 53,661 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, 150,621 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 240,000 shares of Common Stock issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan, and 180,000 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 February 18, 2014 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 October 5, 2006, 2007, 2008 and 2009.
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 between 2006 and 2013 and expire 10 years from the date of grant.