RPM INTERNATIONAL INC/DE/ — Director's Dealing 2009

Sep 14, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RPM INTERNATIONAL INC/DE/ (RPM)
CIK: 0000110621
Period of Report: 2009-09-10

Reporting Person: VIVIANO JOSEPH P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-09-10	Phantom Stock	$	A	1019	Acquired		Common Stock (1019)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	22700	Direct

Footnotes

F1: Includes 7,900 shares of restricted Common Stock issued pursuant to the RPM International Inc. 2003 Restricted Stock Plan for Directors. These securities were reported on a previously filed Form 4.

F2: 1-for-1

F3: Upon cessation as a Director in accordance with the terms and conditions of the RPM International Inc. Deferred Compensation Plan, as amended.

F4: The reporting person elected to receive his director fees in the form of stock equivalents. The phantom stock units represent the stock equivalent value of the reporting person's director fees and dividends accrued thereon, and such units are held in the reporting person's account under the RPM International Inc. Deferred Compensation Plan, as amended. The total amount of phantom stock units includes accrued dividends in the amount of 190 stock equivalents since the date of the reporting person's last Form 4.