FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RPM INTERNATIONAL INC/DE/ [ RPM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/27/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 10/27/2004 | M | 1,250 | A | $12.64 | 29,528 | D | |||
Common Stock, $0.01 par value | 10/27/2004 | M | 12,500 | A | $12 | 42,028 | D | |||
Common Stock, $0.01 par value | 10/27/2004 | M | 10,150 | A | $9.5625 | 52,178 | D | |||
Common Stock, $0.01 par value | 10/27/2004 | M | 5,200 | A | $9.26 | 57,378 | D | |||
Common Stock, $0.01 par value | 10/27/2004 | S | 29,100 | D | $17.7 | 28,278(1) | D | |||
Common Stock, $0.01 par value | 18,044 | I | By wife | |||||||
Common Stock, $0.01 par value | 2,990(2) | I | By 401(k) Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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) | $12.64 | 10/27/2004 | M | 1,250 | (3) | 07/18/2005 | Common Stock | 1,250 | $0.00 | 14,875 | D | ||||
Stock Option (Right to Buy) | $12 | 10/27/2004 | M | 12,500 | (4) | 07/17/2006 | Common Stock | 12,500 | $0.00 | 2,375(5) | D | ||||
Stock Option (Right to Buy) | $9.5625 | 10/27/2004 | M | 10,150 | (6) | 02/28/2010 | Common Stock | 10,150 | $0.00 | 145,125 | D | ||||
Stock Option (Right to Buy) | $9.26 | 10/27/2004 | M | 5,200 | (7) | 02/01/2011 | Common Stock | 5,200 | $0.00 | 139,925(8) | D | ||||
Phantom Stock | (9) | (10) | (10) | Common Stock | 900 | 900(11) | D |
Explanation of Responses: |
1. Includes an aggregate of 10,278 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended. |
2. Approximate number of shares held as of July 14, 2004 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. |
3. The option vested equally on July 18, 1996, 1997, 1998 and 1999. |
4. The option vested equally on July 17, 1997, 1998, 1999 and 2000. |
5. Granted pursuant to the RPM International Inc. 1989 Stock Option Plan, as amended, in an exempt transaction under Rule 16b-3. These options were granted on July 18, 1995, vested and became exercisable on July 18, 1999, and expire 10 years from the date of grant. |
6. The option vested equally on February 28, 2003 and 2004. |
7. The option vested on February 1, 2004. |
8. 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 1997 and 2003 and expire 10 years from the date of grant. |
9. 1-for-1 |
10. Upon cessation of employment in accordance with the terms and conditions of the RPM International Inc. Deferred Compensation Plan, as amended. |
11. 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. |
Remarks: |
/s/ Glenn R. Hasman, by Arthur C. Hall III, his attorney-in-fact pursuant to Power of Attorney dated April 16, 2002 on file with the Commission | 10/29/2004 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |