FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported 		UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

OMB APPROVAL
OMB Number: 3235-0362
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SULLIVAN FRANK C

2. Issuer Name and Ticker or Trading Symbol

RPM INTERNATIONAL INC/DE/ [RPM]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO

(Last)          (First)          (Middle)

2628 PEARL ROAD,  P.O. BOX 777

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
5/31/2015 
(Street)

MEDINA, OH 44258

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Common Stock, $0.01 par value   5/27/2015     G   2000   D $0.00   986172   D    
Common Stock, $0.01 par value   12/11/2014     G   5200   D $0.00   980972   D    
Common Stock, $0.01 par value   10/22/2014     G   12000   D $0.00   968972   D    
Common Stock, $0.01 par value   8/12/2014     G   2500   D $0.00   966472   D    
Common Stock, $0.01 par value   6/19/2014     G   1000   D $0.00   965472   D    
Common Stock, $0.01 par value   6/23/2013     G5   7300   A $0.00   972772   (1) D    
Common Stock, $0.01 par value                 15000   I   By LLC  
Common Stock, $0.01 par value   12/8/2014     G   400   A $0.00   11705   I   By Thomas C. and Sandra S. Sullivan Irrevocable Grandchildren's Trust dated May 8, 2006  
Common Stock, $0.01 par value                 9630   I   By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12  
Common Stock, $0.01 par value                 3000   I   As custodian for son  
Common Stock, $0.01 par value                 3000   I   As custodian for son  
Common Stock, $0.01 par value                 3000   I   As custodian for son  
Common Stock, $0.01 par value                 4193   (2) I   By 401(k) Plan  

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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
(MM/DD/YYYY) 		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 at End of Issuer's Fiscal Year
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights                     (4)   (4) Common Stock   1700000     1700000   (4) D    

Explanation of Responses:
( 1)  Includes an aggregate of 53,661 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, 159,091 shares of Common Stock issued pursuant to the 2007 RPM International Inc. Restricted Stock Plan, 240,000 shares of Common Stock, issued as Performance Contingent Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan, and 174,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan.
( 2)  Approximate number of shares held as of May 31, 2015 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)  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 installments commencing one year after the date of grant. These Stock Appreciation Rights were granted between 2007 and 2014 and expire 10 years from the date of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SULLIVAN FRANK C
2628 PEARL ROAD
P.O. BOX 777
MEDINA, OH 44258 		X
Chairman and CEO

Signatures
/s/ Frank C. Sullivan, by Gregory S. Harvey, his attorney-in-fact to Power of Attorney dated September 26, 2013 on file with the Commission 7/14/2015
** 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 control number.
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