Statement of Changes in Beneficial Ownership (4)
April 21 2022 - 10:05AM
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).
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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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * RIBEAU SIDNEY A |
2. Issuer Name and Ticker or Trading
Symbol WORTHINGTON INDUSTRIES INC [ WOR ] |
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
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(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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Shares |
4/20/2022 |
|
M |
|
8000 |
A |
$22.06 |
66505 |
D |
|
Common Shares |
4/20/2022 |
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S |
|
8000 |
D |
$57.16 (1) |
58505 |
D |
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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 |
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M |
|
|
8000 |
9/26/2013 (2) |
9/27/2022 |
Common Shares |
8000 |
$0.00 |
0 |
D |
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Phantom stock acquired under Deferred
Compensation Plan |
(3) |
|
|
|
|
|
|
(4) |
(5) |
Common Shares |
1218 |
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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
|
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 |
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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. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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