SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
WORTHINGTON
INDUSTRIES, INC.
(Name of Issuer)
Common
Shares, No Par Value
(Title of Class of Securities)
981811
10 2
(CUSIP Number)
Dale T. Brinkman, Esq.
Worthington Industries, Inc.
200 Old Wilson Bridge Road
Columbus, OH 43085
(614)
438-3001
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Voluntary
(Date of Event which Requires Filing of
this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
[_]
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies
are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however,
see
the Notes).
(Cover page continued on the following page)
Page 1 of 8
Page 2 of 8
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1.
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NAME OF REPORTING PERSON
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John P. McConnell
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions):
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(a)
[_]
(b)
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4.
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SOURCE OF FUNDS (see instructions):
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PF/OO
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
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7.
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SOLE VOTING POWER:
15,145,591
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8.
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SHARED VOTING POWER:
129,118
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9.
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SOLE DISPOSITIVE
POWER: 15,145,591
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10.
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SHARED DISPOSITIVE
POWER: 2,557,430
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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17,703,021
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions):
[_]
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13.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11):
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29.8%
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14.
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TYPE OF REPORTING PERSON (see instructions):
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IN
Page 3 of 8
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Item 1
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Security and Issuer
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This Amendment No. 9
to Schedule 13D (this “Schedule 13D/A”) relates to the Common Shares, no par value (the “Common Shares”),
of Worthington Industries, Inc., an Ohio corporation (“Worthington Industries”). The address of the principal executive
offices of Worthington Industries is 200 Old Wilson Bridge Road, Columbus, OH 43085.
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Item 2
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Identity and Background
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(a)
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Name
of reporting person:
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John P. McConnell
(referred to in this Schedule 13D/A as “Mr. McConnell”)
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(b)
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Business
address of reporting person:
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Worthington Industries, Inc.
200 Old Wilson Bridge Road
Columbus, OH 43085
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(c)
Present
principal occupation or employment and the name, principal business and address of any corporation or other organization in which
such employment is conducted:
Mr. McConnell serves
as the Chief Executive Officer, a director and the Chairman of the Board of Worthington Industries, a diversified metals manufacturing
company. The address of the principal executive offices of Worthington Industries is 200 Old Wilson Bridge Road, Columbus, OH 43085.
(d)
During the last five years, Mr. McConnell has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During
the last five years, Mr. McConnell has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Citizenship
of reporting person:
United States of
America
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Item 3
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Source and Amount of Funds or Other Consideration
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Please see Item 4 and Item 5 of this Schedule
13D/A.
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Item 4
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Purpose of Transaction
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On May 12, 2008,
Mr. McConnell filed his initial Schedule 13D to report that he had become the beneficial owner (for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of more than five percent of the outstanding
Common Shares of Worthington Industries.
Page 4 of 8
On January 29, 2010,
Mr. McConnell filed Amendment No. 1 to Schedule 13D to report that, in connection with the sale by Mr. McConnell of Common Shares
of Worthington Industries in a series of open market transactions, Mr. McConnell’s beneficial ownership of the outstanding
Common Shares had decreased by more than one percent.
On January 20, 2011,
Mr. McConnell filed Amendment No. 2 to Schedule 13D to update his holdings of Common Shares of Worthington Industries and to report
that, in connection with a decrease in the aggregate number of outstanding Common Shares, Mr. McConnell’s beneficial ownership
of the outstanding Common Shares had increased by more than one percent.
On May 12, 2011,
Mr. McConnell filed Amendment No. 3 to Schedule 13D to update his holdings of Common Shares of Worthington Industries and to report
that, in connection with a decrease in the aggregate number of outstanding Common Shares, Mr. McConnell’s beneficial ownership
of Common Shares as a percentage of the outstanding Common Shares had increased by more than one percent.
On February 10, 2012,
Mr. McConnell filed Amendment No. 4 to Schedule 13D to update his holdings of Common Shares of Worthington Industries as a result
of the sale by the Estate of John H. McConnell, as to which Mr. McConnell served as a co-executor, of Common Shares, in open market
sales, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously
authorized stock buyback program, Mr. McConnell’s beneficial ownership of Common Shares as a percentage of the outstanding
Common Shares had increased.
On February 13, 2013,
Mr. McConnell filed Amendment No. 5 to Schedule 13D to update his holdings of Common Shares of Worthington Industries and to report
that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock
buyback program, Mr. McConnell’s beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had
increased.
On July 3, 2014,
Mr. McConnell filed Amendment No. 6 to Schedule 13D to update his holdings of Common Shares of Worthington Industries, and to report
that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock
buyback program, Mr. McConnell’s beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had
increased.
On June 9, 2015,
Mr. McConnell filed Amendment No. 7 to Schedule 13D to update his holdings of Common Shares of Worthington Industries, and to report
that, in connection with a decrease in the aggregate number of outstanding Common Shares, Mr. McConnell’s beneficial ownership
of Common Shares as a percentage of the outstanding Common Shares had increased by more than one percent; as well as to report
that as part of Mr. McConnell’s indirect ownership, Common Shares previously held by JDEL, Inc. were transferred to JMAC,
Inc., a private investment company substantially owned, directly or indirectly, by Mr. McConnell and members of his family, as
a result of the merger, effective at 11:59 p.m., Eastern Daylight Time, on April 30, 2015, of JDEL, Inc. with and into JMAC, Inc.,
with JMAC, Inc. being the surviving entity of the merger. The directors of JMAC, Inc. have granted Mr. McConnell sole voting and
dispositive power with respect to these Common Shares.
Page 5 of 8
On March 24, 2016,
Mr. McConnell filed Amendment No. 8 to Schedule 13D to update his holdings of the Common Shares of Worthington Industries, and
to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized
stock buyback program, Mr. McConnell’s beneficial ownership of Common Shares as a percentage of the outstanding Common Shares
had increased.
Mr. McConnell is
filing this Amendment No. 9 to Schedule 13D to update his holdings of the Common Shares of Worthington Industries, and to report
that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock
buyback program, Mr. McConnell’s beneficial ownership of Common Shares as a percentage of the outstanding Common Shares has
increased.
Mr. McConnell has
served as a director of Worthington Industries continuously since 1990. Since that time, Mr. McConnell’s ownership of the
Common Shares of Worthington Industries has been publicly reported on Forms 3 and 4 filed with the Securities and Exchange Commission
(the “Commission”) on his behalf, and has been disclosed annually in Worthington Industries’ definitive proxy
statements filed with the Commission and made available to the shareholders of Worthington Industries.
Although Mr. McConnell
has not formulated any current plans or proposals relating to securities of Worthington Industries other than as described in this
Schedule 13D/A, he may from time to time acquire or dispose of Common Shares and/or other securities of Worthington Industries
if and when he deems it appropriate. Mr. McConnell may formulate other plans or proposals relating to securities of Worthington
Industries to the extent deemed advisable in light of general market and economic conditions, investment policies, the prospects
of Worthington Industries and various other factors.
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Item 5
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Interest in Securities of the Issuer
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(a) As
of the date of this Schedule 13D/A, Mr. McConnell has beneficial ownership of 17,703,021 Common Shares of Worthington Industries
(29.8% of the outstanding Common Shares), including 538,334 Common Shares that Mr. McConnell has the right to acquire upon the
exercise of stock options which are currently exercisable or will first become exercisable within 60 days of the date hereof. The
percent of the outstanding Common Shares is based upon the sum of (i) 58,876,921 Common Shares of Worthington Industries outstanding
as of May 31, 2018 and (ii) 538,334 Common Shares that Mr. McConnell has the right to acquire upon exercise of stock options
which are currently exercisable or will first become exercisable within 60 days of the date hereof. Please see the footnotes to
Item 5(b) below for information regarding Mr. McConnell’s beneficial ownership of the Common Shares.
(b) Number
of Common Shares of Worthington Industries as to which Mr. McConnell has:
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(i)
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Sole power to vote or to direct the vote: 15,145,591
(1)
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(ii)
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Shared power to vote or to direct the vote: 129,118
(2)
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(iii)
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Sole power to dispose or to direct the disposition of: 15,145,591
(1)
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(iv)
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Shared power to dispose or to direct the disposition of: 2,557,430
(2) (3)
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Page 6 of 8
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(1)
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Includes 538,334 Common Shares which Mr. McConnell has the right to acquire upon the exercise of
stock options which are currently exercisable or will first become exercisable within 60 days of the date hereof.
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Includes 62,500
restricted Common Shares of which: (1) 22,500 are to vest on June 30, 2019; (b) 20,000 are to vest on June 29, 2020; and (c) 20,000
are to vest on June 28, 2021.
Includes 25,228
Common Shares held in the Worthington Industries, Inc. Deferred Profit Sharing Plan.
Includes 12,415,982
Common Shares held of record by JMAC, Inc., an Ohio corporation (“JMAC”). The directors of JMAC have granted Mr. McConnell
sole voting and investment power with respect to these 12,415,982 Common Shares. JMAC has the right to receive the dividends from,
and the proceeds from the sale of, such 12,415,982 Common Shares.
Includes 6,948
Common Shares held by Mr. McConnell as custodian for his son.
Includes 118,000
Common Shares held by The McConnell Family Trust of which Mr. McConnell is co-trustee and has sole voting and dispositive
power.
Includes 255,875
Common Shares held by the Margaret R. McConnell Trust f/b/o Margaret Kollis of which Mr. McConnell is trustee and has sole voting
and dispositive power.
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(2)
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Includes 123,000 Common Shares held in The McConnell Educational Foundation for the benefit of
third parties of which Mr. McConnell is one of three trustees and shares voting and dispositive power. Mr. McConnell disclaims
beneficial ownership of these 123,000 Common Shares.
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Includes 6,118
Common Shares held by Mr. McConnell’s wife as custodian for her son. For purposes of Rule 13d-3 under the Exchange Act, Mr.
McConnell may be deemed to hold shared voting and dispositive power over such 6,118 Common Shares.
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(3)
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Includes 2,428,312 Common Shares held by an independent corporate trustee in trust for the benefit
of Mr. McConnell and his sister. The independent corporate trustee has voting and dispositive power over such Common Shares; however,
the trustee’s investment decisions are subject to the prior approval or disapproval of Mr. McConnell and, accordingly, Mr. McConnell
may be deemed to “share” dispositive power with the independent corporate trustee. Mr. McConnell has the right to change
the trustee; however, any successor trustee appointed by Mr. McConnell must be an independent corporate trustee.
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(c) Mr.
McConnell has effected the following transactions in Common Shares of Worthington Industries during the past sixty days:
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(i)
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On June 26, 2018, 30,000 restricted Common Shares vested, of which 15,645 Common Shares were distributed
to Mr. McConnell and 14,355 Common Shares were withheld for taxes.
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Page 7 of 8
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(ii)
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On June 28, 2018, 20,000 restricted Common Shares were awarded to Mr. McConnell.
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(iii)
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On June 29, 2018, Mr. McConnell acquired 100,000 Common Shares upon exercise of a stock option.
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(iv)
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On July 2, 2018, Mr. McConnell received 9,752 Common Shares (after withholding for taxes) in payment
of a performance Common Share award.
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(d) As
described in Item 5(b) above, Mr. McConnell may be deemed to beneficially own certain Common Shares of Worthington Industries that
are held of record by other persons. In such instances, such other persons may have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such Common Shares. With respect to record owners of more than
five percent of the Common Shares of Worthington Industries, as described in Item 5(b) above, JMAC, Inc. has the right to receive
the dividends from and the proceeds from the sale of the 12,415,982 Common Shares (21.1% of the Common Shares outstanding as of
May 31, 2018) that are held of record by JMAC, Inc. and included in Mr. McConnell’s beneficial ownership within this
Schedule 13D/A.
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Item 6
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
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Please see Item 5(b)
of this Schedule 13D/A for a description of Mr. McConnell’s voting and dispositive power with respect to the Common Shares
of Worthington Industries.
Except as set forth
in this Schedule 13D/A, Mr. McConnell does not have any contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of Worthington Industries, including but not limited to transfer or voting of any
of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
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Item 7
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Material to be Filed as Exhibits
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Not applicable.
[Remainder of page intentionally
left blank; signature page follows]
Page 8 of 8
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
July 9, 2018
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/s/John P. McConnell
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John P. McConnell
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8
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