Edgar Filing: TOMPKINS P KELLY

Ownership Submission

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 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TOMPKINS P KELLY

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)
Executive VP and CFO

(Last)

(First)

(Middle)

2628 PEARL ROAD, P.O. BOX 777

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2010

(Street)

MEDINA, OH 44258

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	04/14/2010		M		40,000	A	$ 14.08	232,542	D
Common Stock, $0.01 par value	04/14/2010		M		50,000	A	$ 14.1	282,542	D
Common Stock, $0.01 par value	04/14/2010		M		30,000	A	$ 17.63	312,542	D
Common Stock, $0.01 par value	04/14/2010		S		120,000	D	$ 21.1454 ⁽¹⁾	192,542	D
Common Stock, $0.01 par value	04/14/2010		M		30,000	A	$ 17.65	222,542	D
Common Stock, $0.01 par value	04/14/2010		D		24,898	D	$ 21.19	197,553	D
Common Stock, $0.01 par value	04/14/2010		M		22,500	A	$ 18.8	220,053	D
Common Stock, $0.01 par value	04/14/2010		D		19,963	D	$ 21.19	200,090	D
Common Stock, $0.01 par value	04/14/2010		M		12,500	A	$ 14.05	212,590	D
Common Stock, $0.01 par value	04/14/2010		D		8,289	D	$ 21.19	204,301	D
Common Stock, $0.01 par value	04/14/2010		F		3,520	D	$ 21.19	200,781	D
Common Stock, $0.01 par value	04/16/2010		S		8,239	D	$ 21.1085 ⁽²⁾	192,542 ⁽³⁾	D
Common Stock, $0.01 par value								3,156 ⁽⁴⁾	I	By 401(k) Plan

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)

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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 14.08

04/14/2010

40,000

⁽⁵⁾

10/11/2012

Common Stock

40,000

$ 0

80,000

Stock Option (Right to Buy)

$ 14.1

04/14/2010

50,000

⁽⁶⁾

10/10/2013

Common Stock

50,000

$ 0

30,000

Stock Option (Right to Buy)

$ 17.63

04/14/2010

30,000

⁽⁷⁾

10/29/2014

Common Stock

30,000

$ 0

Stock Appreciation Rights

$ 17.65

04/14/2010

30,000

⁽⁸⁾

10/05/2015

Common Stock

30,000

$ 0

Stock Appreciation Rights

$ 18.8

04/14/2010

22,500

⁽⁹⁾

10/05/2016

Common Stock

22,500

$ 0

Stock Appreciation Rights

$ 14.05

04/14/2010

12,500

10/10/2009

10/10/2018

Common Stock

12,500

$ 0

Phantom Stock

⁽¹⁰⁾ ⁽¹¹⁾

⁽¹²⁾

Common Stock

1,186

1,186 ⁽¹³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TOMPKINS P KELLY 2628 PEARL ROAD P.O. BOX 777 MEDINA, OH 44258			Executive VP and CFO

Signatures

/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		04/16/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 $21.0704 - $21.332. 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)	Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $21.10 - 21.14. 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.
(3)	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.
(4)	Approximate number of shares held as of April 14, 2010 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.
(5)	The option vested in four equal installments on October 11, 2003, 2004, 2005 and 2006.
(6)	The option vested in four equal installments on October 10, 2004, 2005, 2006 and 2007.
(7)	The option vested in four equal installments on October 29, 2005, 2006, 2007 and 2008.
(8)	The Stock Appreciation Rights vested in four equal installments on October 5, 2006, 2007, 2008 and 2009.
(9)	The Stock Appreciation Rights vested equally on October 5, 2007, 2008 and 2009.
(10)	No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5.
(11)	1-for-1
(12)	Upon cessation of employment in accordance with the terms and conditions of the RPM International Inc. Deferred Compensation Plan, as amended.
(13)	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.