Sec Form 4 Filing - Moore Edward W. @ RPM INTERNATIONAL INC/DE/ - 2022-05-31

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
Moore Edward W.
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)
SVP, GC & CCO
(Last) (First) (Middle)
2628 PEARL ROAD, P.O. BOX 777
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2022
(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 05/31/2022 F( 1 ) 539 D $ 88.1 54,395( 2 ) 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 (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 ( 3 ) ( 4 ) ( 4 ) Common Stock 52,500 52,500( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Moore Edward W.
2628 PEARL ROAD
P.O. BOX 777
MEDINA, OH44258
SVP, GC & CCO
Signatures
/s/ Edward W. Moore, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated September 26, 2013 on file with the Commission 06/02/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 31, 2022, 1,835 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 539 shares back to the issuer to satisfy tax obligations of the reporting person.
( 2 )Includes an aggregate of 3,462 shares of Common Stock issued pursuant to the Plan, 13,514 vested restricted shares of Common Stock held in escrow until the reporting persons' retirement, and 14,900 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the Plan.
( 3 )No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5.
( 4 )Stock Appreciation Rights granted pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive 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 2018 and 2021 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).
** 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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