Statement of Changes in Beneficial Ownership (4)
03 Oktober 2022 - 05:41PM
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 * ENDRES MICHAEL J |
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)
9/30/2022
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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 |
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|
|
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137340 |
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 |
Phantom Stock |
(1) |
9/30/2022 |
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A |
|
2491 |
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(2) |
(3) |
Common Shares |
2491 |
$38.14 |
82893 (4) |
D |
|
Explanation of
Responses: |
(1) |
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. |
(2) |
Prior to October 1, 2014,
the account balances related to the theoretical common shares could
be immediately transferred to other investment options under the
terms of the deferred compensation plans. |
(3) |
The Worthington Industries,
Inc. Amended and Restated 2005 Deferred Compensation Plan for
Directors, as amended (the "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 Company common
shares deemed investment option) may not be transferred to an
alternative deemed investment option under the Plan until
distribution from the Plan. Distributions are made only in common
shares of the Company and generally commence upon the leaving the
Company's Board of Directors. |
(4) |
The amount shown reflects
additional theoretical common shares (i.e. phantom stock) which
were credited pursuant to the dividend reinvestment feature of the
Plan since the date on which the amount of theoretical common
shares credited pursuant to dividend reinvestment under the Plan
was last updated in the reporting person's Form 4 filed October 4,
2021. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
ENDRES MICHAEL J
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
Michael J. Endres |
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10/3/2022 |
**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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