RPM International (RPM) Form 4 RPM INTERNATIONAL / Janeen B. Kastner ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kastner Janeen B.

(Last) (First) (Middle)

2628 PEARL ROAD

(Street)

MEDINA OH 44258

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RPM INTERNATIONAL INC/DE/ [ RPM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP Corp. Benefits/Risk Mgmt.

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	05/31/2023		F(1)		555	D	$79.79	99,309(2)	D
Common Stock, $0.01 par value								1,064(3)	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: 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	(4)							(5)	(5)	Common Stock	200,000		200,000(5)	D

Explanation of Responses:

1. On May 31, 2023, 1,992 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 555 shares back to the issuer to satisfy tax obligations of the Reporting Person.

2. Includes an aggregate of 9,165 shares of Common Stock issued pursuant to the Plan, 11,965 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement and 9,900 shares of Common Stock, issued as Performance Earned Restricted Stock pursuant to the Plan.

3. 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.

4. No transaction is being reported on this line. Reported on a previously filed Form 3 or Form 4.

5. 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 2015 and 2022 and expire 10 years from the date of grant.

Remarks:

	/s/ Janeen B. Kastner, by Gregory J. Dziak, her attorney-in-fact pursuant to Power of Attorney dated October 9, 2014 on file with the Commission	06/02/2023
	** 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).
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