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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 9.5625 | 02/02/2010 | M | 100 | (4) | 02/28/2010 | Common Stock | 100 | $ 0 | 133,025 | D | ||||
| Stock Option (Right to Buy) | $ 9.26 | 02/02/2010 | M | 13,025 | (5) | 02/01/2011 | Common Stock | 13,025 | $ 0 | 120,000 (6) | D | ||||
| Phantom Stock | (7) (8) | (9) | (9) | Common Stock | 1,159 | 1,159 (10) | D | ||||||||
| Stock Appreciation Rights | (7) | (11) | (11) | Common Stock | 180,000 | 180,000 (11) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TOMPKINS P KELLY 2628 PEARL ROAD P.O. BOX 777 MEDINA, OH 44258 |
Executive VP and CFO | |||
| /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 | 02/04/2010 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $19.25 - $19.27. 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) | 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. |
| (3) | Approximate number of shares held as of July 20, 2009 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 option vested in four equal installments on February 28, 2001, 2002, 2003 and 2004. |
| (5) | The option vested equally on February 1, 2003, 2004 and 2005. |
| (6) | 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. |
| (7) | No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5. |
| (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. |