Sec Form 4 Filing - TOMPKINS P KELLY @ RPM INTERNATIONAL INC/DE/ - 2010-04-14

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person TOMPKINS P KELLY 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) Executive VP and CFO (Last) (First) (Middle) 2628 PEARL ROAD, P.O. BOX 777 3. Date of Earliest Transaction (MM/DD/YY) 04/14/2010 (Street) MEDINA, OH44258 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/14/2010 M 40,000 A $ 14.08 232,542 D Common Stock, $0.01 par value 04/14/2010 M 50,000 A $ 14.1 282,542 D Common Stock, $0.01 par value 04/14/2010 M 30,000 A $ 17.63 312,542 D Common Stock, $0.01 par value 04/14/2010 S 120,000 D $ 21.1454 ( 1 ) 192,542 D Common Stock, $0.01 par value 04/14/2010 M 30,000 A $ 17.65 222,542 D Common Stock, $0.01 par value 04/14/2010 D 24,898 D $ 21.19 197,553 D Common Stock, $0.01 par value 04/14/2010 M 22,500 A $ 18.8 220,053 D Common Stock, $0.01 par value 0 4/14/2010 D 19,963 D $ 21.19 200,090 D Common Stock, $0.01 par value 04/14/2010 M 12,500 A $ 14.05 212,590 D Common Stock, $0.01 par value 04/14/2010 D 8,289 D $ 21.19 204,301 D Common Stock, $0.01 par value 04/14/2010 F 3,520 D $ 21.19 200,781 D Common Stock, $0.01 par value 04/16/2010 S 8,239 D $ 21.1085 ( 2 ) 192,542 ( 3 ) D Common Stock, $0.01 par value 3,156 ( 4 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 14.08 04/14/2010 M 40,000 ( 5 ) 10/11/2012 Common Stock 40,000 $ 0 80,000 D Stock Option (Right to Buy) $ 14.1 04/14/2010 M 50,000 ( 6 ) 10/10/2013 Common Stock 50,000 $ 0 30,000 D Stock Option (Right to Buy) $ 17.63 04/14/2010 M 30,000 ( 7 ) 10/29/2014 Common Stock 30,000 $ 0 0 D Stock Appreciation Rights $ 17.65 04/14/2010 M 30,000 ( 8 ) 10/05/2015 Common Stock 30,000 $ 0 0 D Stock Appreciation Rights $ 18.8 04/14/2010 M 22,500 ( 9 ) 10/05/2016 Common Stock 22,500 $ 0 0 D Stock Appreciation Rights $ 14.05 04/14/2010 M 12,500 10/10/2009 10/10/2018 Common Stock 12,500 $ 0 0 D Phantom Stock ( 10 ) ( 11 ) ( 12 ) ( 12 ) Common Stock 1,186 1,186 ( 13 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TOMPKINS P KELLY 2628 PEARL ROAD P.O. BOX 777 MEDINA, OH44258 Executive VP and CFO Signatures /s/ P. Kelly Tompkins, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated May 11, 2007 on file with the Commission 04/16/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $21.0704 - $21.332. The reporting person hereby undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. ( 2 )Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $21.10 - 21.14. The reporting person hereby undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. ( 3 )Includes an aggregate of 18,364 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, 39,927 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 40,000 shares of Common Stock, issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan, and 45,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan. ( 4 )Approximate number of shares held as of April 14, 2010 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. ( 5 )The option vested in four equal installments on October 11, 2003, 2004, 2005 and 2006. ( 6 )The option vested in four equal installments on October 10, 2004, 2005, 2006 and 2007. ( 7 )The option vested in four equal installments on October 29, 2005, 2006, 2007 and 2008. ( 8 )The Stock Appreciation Rights vested in four equal installments on October 5, 2006, 2007, 2008 and 2009. ( 9 )The Stock Appreciation Rights vested equally on October 5, 2007, 2008 and 2009. ( 10 )No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5. ( 11 )1-for-1 ( 12 )Upon cessation of employment in accordance with the terms and conditions of the RPM International Inc. Deferred Compensation Plan, as amended. ( 13 )These phantom stock units represent the stock equivalent value of the restricted stock dividends held in the reporting person's account under the RPM International Inc. Deferred Compensation Plan, as amended, and dividends accrued thereon.

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 Number.