Gordon Russell L Form 4 RPM INTERNATIONAL / Russell L Gordon 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^*

Gordon Russell L

(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 and CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2023

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	07/19/2023		A(1)		1,541	A	$0.00	115,675	D
Common Stock, $0.01 par value	07/19/2023		A(2)		2,700	A	$0.00	118,375	D
Common Stock, $0.01 par value	07/19/2023		A(3)		10,000	A	$0.00	128,375	D
Common Stock, $0.01 par value	07/19/2023		F(3)		4,285	D	$93.51	124,090(4)	D

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	$93.51	07/19/2023		A		20,800		(5)	07/19/2033	Common Stock	20,800	$0.00	250,800(6)	D

Explanation of Responses:

1. The Reporting Person was granted 1,541 shares of Common Stock, issued pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the "Plan").

2. The reporting person was granted 2,700 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the Plan.

3. On July 19, 2023, all 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 4,285 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.

4. Includes an aggregate of 14,980 shares of Common Stock issued pursuant to the Plan, 18,781 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement, and 12,600 shares of Common Stock, issued as Performance Earned Restricted Stock pursuant to the Plan.

5. The Stock Appreciation Rights vest in four equal installments, beginning on July 19, 2024.

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 2014 and 2023 and expire 10 years from the date of grant.

Remarks:

	/s/ Russell L. Gordon, by Gregory S. Harvey, his attorney-in-fact pursuant to Power of Attorney dated April 4, 2012 on file with the Commission	07/21/2023
	** 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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