Sec Form 4 Filing - Slifstein Barry @ RPM INTERNATIONAL INC/DE/ - 2012-01-19

Insider filing report for Changes in Beneficial Ownership
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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
Slifstein Barry
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)
Vice President and Controller
(Last) (First) (Middle)
2628 PEARL ROAD, P.O. BOX 777
3. Date of Earliest Transaction (MM/DD/YY)
01/19/2012
(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 01/19/2012 M 5,000 A $ 17.65 32,843 D
Common Stock, $0.01 par value 01/19/2012 D 3,546 D $ 24.89 29,297 D
Common Stock, $0.01 par value 01/19/2012 F( 1 ) 497 D $ 24.89 28,800 D
Common Stock, $0.01 par value 01/20/2012 S 1,957 D $ 24.8801 26,843 ( 2 ) D
Common Shares, $0.01 par value 38,636.96 ( 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 (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 Appreciation Rights $ 17.65 01/19/2012 M 5,000 ( 4 ) 10/05/2015 Common Stock 5,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Slifstein Barry
2628 PEARL ROAD
P.O. BOX 777
MEDINA, OH44258
Vice President and Controller
Signatures
/s/ Barry Slifstein, by Gregory S. Harvey, his attorney-in-fact pursuant to Power of Attorney dated October 9, 2008 on file with the Commission 01/23/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 19, 2012, 1,454 shares of Common Stock were issued to the reporting person in settlement of Stock Appreciation Rights. The reporting person disposed of 497 shares of Common Stock back to the Issuer to satisfy tax obligations of the reporting person.
( 2 )Includes an aggregate of 8,650 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan and 11,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan.
( 3 )Approximate number of shares held as of January 19, 2012 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.
( 4 )The Stock Appreciation Rights vested on October 5, 2006, 2007, 2008 and 2009.

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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