Russell L. Gordon - Jul 18, 2022 Form 4 Insider Report for RPM INTERNATIONAL INC/DE/ (RPM)

Role: VP and CFO
Signature: /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
Stock symbol: RPM
Transactions as of: Jul 18, 2022
Transactions value $: -$328,577
Form type: 4
Date filed: 7/20/2022, 05:06 PM
Previous filing: Jun 2, 2022
Next filing: Apr 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RPM	Common Stock, $0.01 par value	Tax liability	-$174K	-2.14K	-1.92%	$81.01	109K	Jul 18, 2022	Direct	F1
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+1.72K	+1.57%	$0.00	111K	Jul 18, 2022	Direct	F2
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+6.85K	+6.17%	$0.00	118K	Jul 18, 2022	Direct	F3
transaction	RPM	Common Stock, $0.01 par value	Tax liability	-$155K	-1.91K	-1.62%	$81.01	116K	Jul 18, 2022	Direct	F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RPM	Stock Appreciation Rights	Award	$0	+20K	+8.33%	$0.00	260K	Jul 18, 2022	Common Stock	20K	$81.01	Direct	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 18, 2022, 5,000 shares of Common Stock issued to the Reporting Person as Performance Earned Restricted Stock pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the "Plan") vested. In accordance with the Plan, the Reporting Person disposed of 2,143 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
F2	The Reporting Person was granted 1,721 shares of Common Stock, issued pursuant to the Plan.
F3	On July 18, 2022, a portion of the Reporting Person's Performance Stock Units previously granted in 2019 pursuant to the Plan vested. In accordance with the Plan, the Reporting Person disposed of 1,913 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
F4	Includes an aggregate of 17,835 shares of Common Stock issued pursuant to the Plan, 16,269 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement, and 9,900 shares of Common Stock, issued as Performance Earned Restricted Stock pursuant to the Plan.
F5	The Stock Appreciation Rights vest in four equal installments, beginning on July 18, 2023.
F6	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 2013 and 2022 and expire 10 years from the date of grant.