Statement of Changes in Beneficial Ownership (4)
September 28 2020 - 4:33PM
Edgar (US Regulatory)
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
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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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ANDERSON KERRII B |
2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON INDUSTRIES INC
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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)
200 OLD WILSON BRIDGE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/25/2020 |
(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 | | | | | | | | 65057 (1) | D | |
Common Shares | | | | | | | | 5100 (1) | I | By grantor retained annuity trust |
Common Shares | | | | | | | | 436 | I | By Spouse |
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 |
Phantom Stock | (2) | 9/25/2020 | | A | | 602 | | (3)(4) | (4) | Common Shares | 602 | $39.47 | 6287 (5) | D | |
Explanation of Responses: |
(1) | On September 23, 2020, the reporting person (in her capacity as trustee of the grantor retained annuity trust) transferred 3,550 Common Shares from the grantor retained annuity trust (which had previously been reported as owned indirectly) to her individual brokerage account whereby these Common Shares are reported as owned directly. |
(2) | 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. |
(3) | Prior to October 1, 2014, the account balances related to theoretical common shares could be immediately transferred to other investment options under the terms of the deferred compensation plan in which the reporting person participates. See Note (4). |
(4) | 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. |
(5) | 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 dividend reinvestment under the 2005 Director Deferred Compensation Plan was last updated in the reporting person's Form 4 filed September 27, 2019. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ANDERSON KERRII B 200 OLD WILSON BRIDGE ROAD COLUMBUS, OH 43085 | X |
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Signatures
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/s/Dale T. Brinkman, as attorney-in-fact for Kerrii B. Anderson | | 9/28/2020 |
**Signature of Reporting Person | Date |
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