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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Rights | $ 114.26 | 07/18/2024 | A | 85,100 | (6) | 07/18/2034 | Common Stock | 85,100 | $ 0 | 1,221,100 (7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SULLIVAN FRANK C 2628 PEARL ROAD MEDINA, OH 44258 |
X | Chairman and CEO | ||
| /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 | 07/22/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Reporting Person was granted 11,140 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the "Plan"). |
| (2) | On July 18, 2024, a portion of the Reporting Person's Performance Stock Units previously granted in 2020 pursuant to the Plan vested. In accordance with the Plan, the Reporting Person disposed of 8,089 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person. |
| (3) | On July 21, 2024, 21,150 shares of Common Stock issued to the Reporting Person as Performance Earned Restricted Stock pursuant to the Plan vested. In accordance with the Plan, the Reporting Person disposed of 9,381 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person. |
| (4) | Includes an aggregate of 1,844 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, 102,136 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement, and 21,540 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the Plan. |
| (5) | Approximate number of shares of Common Stock held as of July 18, 2024 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. |
| (6) | The Stock Appreciation Rights vest in four equal installments, beginning on July 18, 2025. |
| (7) | 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 2024 and expire 10 years from the date of grant. |