Statement of Changes in Beneficial Ownership (4)
January 07 2021 - 5:22PM
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).
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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SCHIAVO MARY FACKLER |
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)
1/6/2021 |
(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 | 1/6/2021 | | M | | 8000 | A | $14.43 | 70272 | D | |
Common Shares | 1/6/2021 | | F | | 2016 | D | $57.24 | 68256 | D | |
Common Shares | 1/6/2021 | | M | | 8000 | A | $22.06 | 76256 | D | |
Common Shares | 1/6/2021 | | F | | 3082 | D | $57.24 | 73174 | 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) | $14.43 | 1/6/2021 | | M | | | 8000 | 9/29/2012 (1) | 9/29/2021 | Common Shares | 8000 | $0.00 | 0 | D | |
Non-Qualified Stock Option (right to buy) | $22.06 | 1/6/2021 | | M | | | 8000 | 9/26/2013 (1) | 9/26/2022 | Common Shares | 8000 | $0.00 | 0 | D | |
Phantom Stock Acquired Under Deferred Compensation Plan | (2) | | | | | | | (3) | (4) | Common Shares | 705 (5) | | 5534 (5) | D | |
Explanation of Responses: |
(1) | 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 first to occur: (i) the first anniversary of the grant date or (ii) the date of the next Annual Meeting of Shareholders of Worthington Industries, Inc. following the grant date. |
(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 balance related to the theoretical Company common share investment option could be immediately transferred to other deemed investment options under the terms of the Plan. |
(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 unfunded theoretical Worthington Industries, Inc. common shares (i.e. phantom stock) which were credited pursuant to the dividend reinvestment feature of the Plan. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SCHIAVO MARY FACKLER WORTHINGTON INDUSTRIES, INC. 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 Mary Schiavo | | 1/7/2021 |
**Signature of Reporting Person | Date |
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