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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) | (3) | (4) | (4) | Common Stock | 76,000 | 76,000 (4) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FINN DENNIS F 2628 PEARL ROAD P.O. BOX 777 MEDINA, OH 44258 |
VP-Environmental & Reg Affairs | |||
| /s/ Arthur C. Hall III as attorney-in-fact for Dennis F. Finn under Power of Attorney | 09/23/2005 | |
| **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) | All 3,000 shares of Common Stock were granted pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan and were issued as Performance Earned Restricted Stock. |
| (2) | Approximate number of shares held as of July 13, 2005 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) | No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5. |
| (4) | 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 2001 and 2004 and expire 10 years from the date of grant. |
| Remarks: On July 19, 2005, the Board of Directors of RPM International Inc. ("RPM"), after careful consideration and review, determined that Mr. Finn is no longer subject to the reporting provisions of Section 16 of the Securities Exchange Act of 1934. Mr. Finn is and will remain an officer of RPM and continue to perform his duties as "Vice President-Environmental & Regulatory Affairs." This form is being filed solely to note that Mr. Finn is no longer covered by the reporting system and is no longer subject to the reporting requirements of Section 16 with respect to RPM's securities. The information contained in this report reflects Mr. Finn's beneficial ownership as of July 19, 2005. | |