Filing Details
- Accession Number:
- 0001209191-23-044604
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-08-04 16:37:11
- Reporting Period:
- 2023-08-02
- Accepted Time:
- 2023-08-04 16:37:11
- 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 Medina OH 44258 | Chairman And Ceo | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 Par Value | Acquisiton | 2023-08-03 | 200,000 | $50.99 | 1,260,935 | No | 4 | M | Direct | |
| Common Stock, $0.01 Par Value | Disposition | 2023-08-03 | 99,126 | $102.88 | 1,161,809 | No | 4 | D | Direct | |
| Common Stock, $0.01 Par Value | Disposition | 2023-08-03 | 44,737 | $102.88 | 1,117,072 | No | 4 | F | Direct | |
| Common Stock, $0.01 Par Value | Disposition | 2023-08-02 | 20,433 | $103.54 | 0 | No | 4 | S | Indirect | As Co-Trustee of the Thomas C. Sullivan Trust dated 12/14/1987, as Amended |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | D | Direct | |
| No | 4 | F | Direct | |
| No | 4 | S | Indirect | As Co-Trustee of the Thomas C. Sullivan Trust dated 12/14/1987, as Amended |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Stock Appreciation Rights | Disposition | 2023-08-03 | 200,000 | $0.00 | 200,000 | $50.99 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 1,336,000 | 2026-07-25 | No | 4 | M | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock, $0.01 Par Value | 15,600 | 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 | 4,992 | Indirect | By 401(k) Plan |
| Common Stock, $0.01 Par Value | 20,433 | Indirect | As Co-Trustee of the Thomas C. Sullivan Trust dated 12/14/1987, as Amended |
Footnotes
- 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.
- Approximate number of shares of Common Stock held as of August 2, 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.
- The Reporting Person became co-trustee of this trust on December 1, 2020, in an event not reportable under Section 16, by operation of the trust agreement following the prior trustee's passing. The trust did not engage in any transactions in shares of Common Stock from that date until August 2, 2023, when the Reporting Person's co-trustee directed the liquidation of all shares of Common Stock held by the trust. That transaction is reported herein.
- Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $103.10 - $103.835. 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.
- The Stock Appreciation Rights vested on July 25, 2017, 2018, 2019 and 2020.
- 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 2017 and 2023 and expire ten years from the date of grant.
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