Statement of Changes in Beneficial Ownership (4)
02 Giugno 2023 - 11:07PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SULLIVAN FRANK C |
2. Issuer Name and Ticker or Trading Symbol
RPM INTERNATIONAL INC/DE/
[
RPM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO |
(Last)
(First)
(Middle)
2628 PEARL ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/31/2023 |
(Street)
MEDINA, OH 44258 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.01 par value | 5/31/2023 | | F(1) | | 907 | D | $79.79 | 1049799 (2) | D | |
Common Stock, $0.01 par value | | | | | | | | 15600 (3) | I | By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12 |
Common Stock, $0.01 par value | | | | | | | | 3000 | I | As custodian for son |
Common Stock, $0.01 par value | | | | | | | | 4972 (4) | I | By 401(k) Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Appreciation Rights | (5) | | | | | | | (6) | (6) | Common Stock | 1410000 | | 1410000 (6) | D | |
Explanation of Responses: |
(1) | On May 31, 2023, 3,088 shares of Common Stock issued to the Reporting Person pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the "Plan") vested. In accordance with the terms of the Plan, the Reporting Person disposed of 907 shares back to the issuer to satisfy tax obligations of the Reporting Person. |
(2) | 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 39,150 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the Plan. |
(3) | Includes 6,000 shares of Common Stock received as a pro rata liquidating distribution from the Sullivan Siblings LLC. This pro rata liquidating distribution is exempt from the reporting requirements of Section 16. In prior reports, the Reporting Person reported indirect beneficial ownership of 15,000 shares of Common Stock held by the Sullivan Siblings LLC. |
(4) | Approximate number of shares of Common Stock held as of May 31, 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. |
(5) | No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5. |
(6) | 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 2016 and 2022 and expire ten years from the date of grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SULLIVAN FRANK C 2628 PEARL ROAD MEDINA, OH 44258 | X |
| Chairman and CEO |
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Signatures
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/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 | | 6/2/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
Grafico Azioni RPM (NYSE:RPM)
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Grafico Azioni RPM (NYSE:RPM)
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