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Filing Details

Accession Number:: 0001209191-11-051548
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-10-12 16:11:03
Reporting Period:: 2011-10-10

Filing Date:: 2011-10-12
Accepted Time:: 2011-10-12 16:11:03
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	Explanation
Common Stock, $0.01 Par Value	Disposition	2011-10-10	24,870	$20.76	842,545	No	4	F	Direct
Common Stock, $0.01 Par Value	Acquisiton	2011-10-10	1,485	$20.92	9,109	No	4	P	Indirect	By Thomas C. and Sandra S. Sullivan Irrevocable Grandchildren's Trust dated May 8, 2006

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	F	Direct
No	4	P	Indirect	By Thomas C. and Sandra S. Sullivan Irrevocable Grandchildren's Trust dated May 8, 2006

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
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	900	Indirect	As custodian for son
Common Stock, $0.01 Par Value	3,918	Indirect	By 401(k) Plan

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Option (Right to Buy)	$0.00			239,946	239,946	Direct
Common Stock	Stock Appreciation Rights	$0.00			1,350,000	1,350,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	239,946	239,946	Direct
	1,350,000	1,350,000	Direct

Footnotes

On October 10, 2011, 60,000 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 24,870 shares of Common Stock back to the Issuer to satisfy tax obligations of the reporting person.
Includes an aggregate of 53,661 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, 125,347 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 160,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan, and 190,000 shares of Common Stock issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan.
Approximate number of shares held as of October 10, 2011 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.
No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5.
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 between 2002 and 2004 and expire 10 years from the date of grant.
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 2005 and 2011 and expire 10 years from the date of grant.