Statement of Changes in Beneficial Ownership (4)
April 21 2022 - 10:05AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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1. Name and Address of Reporting Person
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RIBEAU SIDNEY A |
2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON INDUSTRIES INC
[
WOR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
WORTHINGTON INDUSTRIES, INC., 200 OLD WILSON BRIDGE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/20/2022 |
(Street)
COLUMBUS, OH 43085
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 4/20/2022 | | M | | 8000 | A | $22.06 | 66505 | D | |
Common Shares | 4/20/2022 | | S | | 8000 | D | $57.16 (1) | 58505 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | 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 of Derivative Security: 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 |
Non-qualified stock option (right to buy) | $22.06 | 4/20/2022 | | M | | | 8000 | 9/26/2013 (2) | 9/27/2022 | Common Shares | 8000 | $0.00 | 0 | D | |
Phantom stock acquired under Deferred Compensation Plan | (3) | | | | | | | (4) | (5) | Common Shares | 1218 | | 18131 (6) | D | |
Explanation of Responses: |
(1) | The price reported is a weighted average price. The reporting person undertakes to provide to Worthington Industries, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth. |
(2) | This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors and became vested and fully exercisable on the date of the next Annual Meeting of Shareholders of Worthington Industries, Inc. following the grant date. |
(3) | The theoretical common shares (phantom stock) credited to the reporting person's account in the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors, as amended (the "2005 Director Deferred Compensation Plan") track Common Shares of Worthington Industries, Inc. (the "Company") on a one-for-one basis. |
(4) | Prior to October 1, 2014, the account balances related to the theoretical Worthington Industries, Inc. common shares deemed investment option could be immediately transferred to other deemed investment options under the terms of the deferred compensation Plan in which the reporting person participates. See footnote following. |
(5) | The 2005 Director Deferred Compensation Plan provides that effective October 1, 2014 and thereafter any amount credited in a participant's account to the phantom stock fund (i.e. theoretical common shares deemed investment option) may not be transferred to an alternative deemed investment option under the 2005 Director Deferred Compensation Plan until distribution from the 2005 Director Deferred Compensation Plan. Distributions are made only in common shares of Worthington Industries, Inc. and generally commence upon the leaving the Board of Directors of Worthington Industries, Inc. |
(6) | The amount shown reflects additional theoretical common shares (i.e., phantom stock) which were credited pursuant to the dividend reinvestment feature of the 2005 Director Deferred Compensation Plan since the date on which the amount of theoretical common shares credited pursuant to the dividend reinvestment feature under the 2005 Director Deferred Compensation Plan was last updated in the reporting person's Form 4 filed on April 18, 2019. |
Remarks: Exhibit List:
Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RIBEAU SIDNEY A WORTHINGTON INDUSTRIES, INC. 200 OLD WILSON BRIDGE ROAD COLUMBUS, OH 43085 | X |
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Signatures
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/s/Patrick J. Kennedy, as attorney-in-fact for Sidney A. Ribeau | | 4/21/2022 |
**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. |
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