Statement of Changes in Beneficial Ownership (4)
June 29 2021 - 3:27PM
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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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
*
ROSE B ANDREW |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
200 OLD WILSON BRIDGE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/25/2021 |
(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 | 6/25/2021 | | A | | 31200 (1) | A | $0.00 | 644805 | D | |
Common Shares | 6/28/2021 | | F | | 4685 (2) | D | $59.64 | 640120 | D | |
Common Shares | | | | | | | | 1187 | I | By Spouse |
Common Shares | | | | | | | | 10665 | I | Custodian for daughter, Sydney Rose |
Common Shares | | | | | | | | 10665 (3) | I | by Hannah Rose, daughter |
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) | $60.19 | 6/25/2021 | | A | | | 16900 | 6/25/2022 (4) | 6/25/2031 | Common Shares | 16900 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | An award of restricted stock was granted pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. The restricted stock will vest on the third anniversary of the grant date (6/25/2024). |
(2) | Represents shares withheld in order to satisfy the reporting person's tax withholding obligation upon such vesting. |
(3) | Includes 10,665 common shares previously held by the reporting person indirectly as custodian for his daughter, which were transferred to the reporting person's daughter on June 24, 2021. |
(4) | This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option will vest. Additional portions of 33.33% of the option vest annually on 6/25/2023 and 6/25/2024. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ROSE B ANDREW 200 OLD WILSON BRIDGE ROAD COLUMBUS, OH 43085 |
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| President & CEO |
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Signatures
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/s/B. Andrew Rose by Patrick J. Kennedy, as attorney-in-fact | | 6/29/2021 |
**Signature of Reporting Person | Date |
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