Sec Form 4 Filing - KNOOP STEPHEN J @ RPM INTERNATIONAL INC/DE/ - 2010-07-19

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

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1. Name and Address of Reporting Person KNOOP STEPHEN J 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) Sr. VP-Corporate Development (Last) (First) (Middle) 2628 PEARL ROAD, P.O. BOX 777 3. Date of Earliest Transaction (MM/DD/YY) 07/19/2010 (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 07/19/2010 A( 1 ) 4,522 A $ 0 107,388 D Common Stock, $0.01 par value 07/19/2010 A( 2 ) 25,000 A $ 0 132,388 D Common Stock, $0.01 par value 07/19/2010 D( 3 ) 24,000 D $ 0 108,388 ( 4 ) D Common Stock, $0.01 par value 3,325 ( 5 ) 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) ( 6 ) ( 7 ) ( 7 ) Common Stock 105,000 105,000 ( 7 ) D Phantom Stock ( 6 ) ( 8 ) ( 9 ) ( 9 ) Common Stock 758 758 ( 10 ) D Stock Appreciation Rights ( 6 ) ( 11 ) ( 11 ) Common Stock 130,000 130,000 ( 11 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KNOOP STEPHEN J 2628 PEARL ROAD P.O. BOX 777 MEDINA, OH44258 Sr. VP-Corporate Development Signatures /s/ Stephen J. Knoop, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated May 15, 2007 on file with the Commission 07/21/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person was granted 4,522 shares of Common Stock, issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan. ( 2 )The reporting person was granted 25,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan. ( 3 )On July 19, 2010, 24,000 shares of Common Stock, issued as Performance Contingent Restricted Stock, were forfeited by the reporting person and disposed back to the issuer. ( 4 )Includes an aggregate of 9,993 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, 28,598 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, and 52,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan. ( 5 )Approximate number of shares held as of July 19, 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. ( 6 )No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5. ( 7 )Granted pursuant to the RPM International Inc. 1996 Key Employees Stock Option Plan, as amended, in an exempt transaction under Rule 16b-3. These options vest and become exercisable in 25% increments over four years commencing one year after the date of grant. These options were granted between 2002 and 2004 and expire 10 years from the date of grant. ( 8 )1-for-1 ( 9 )Upon cessation of employment in accordance with the terms and conditions of the RPM International Inc. Deferred Compensation Plan, as amended. ( 10 )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. ( 11 )Stock Appreciation Rights granted pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan in an exempt transaction 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 2005 and 2009 and expire 10 years from the date of grant.

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).

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