Statement of Changes in Beneficial Ownership (4)
10 Februar 2023 - 03:29PM
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 * ROSE B ANDREW |
2. Issuer Name and Ticker or Trading
Symbol WORTHINGTON INDUSTRIES INC [ WOR ] |
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)
2/8/2023
|
(Street)
COLUMBUS, OH 43085
(City)
(State)
(Zip)
|
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
|
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 |
2/8/2023 |
|
M |
|
9000 |
A |
$31.71 |
505068 (1) |
D |
|
Common Shares |
2/8/2023 |
|
M |
|
17000 |
A |
$30.92 |
522068 |
D |
|
Common Shares |
2/8/2023 |
|
S |
|
18229 |
D |
$59.48 (2) |
503839 |
D |
|
Common Shares |
2/9/2023 |
|
S |
|
7771 |
D |
$58.97 (3) |
496068 |
D |
|
Common Shares |
|
|
|
|
|
|
|
10665 |
I |
Custodian for daughter, Sydney
Rose |
Common Shares |
|
|
|
|
|
|
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10665 |
I |
by Hannah Rose, daughter |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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) |
$31.71 |
2/8/2023 |
|
M |
|
|
9000 |
6/28/2014 (4) |
6/28/2023 |
Common Shares |
9000 |
$0.00 |
0 |
D |
|
Non-qualified stock option (right to
buy) |
$30.92 |
2/8/2023 |
|
M |
|
|
17000 |
6/26/2016 (5) |
6/26/2025 |
Common Shares |
17000 |
$0.00 |
0 |
D |
|
Explanation of
Responses: |
(1) |
Since the date of the
reporting person's last ownership report, the reporting person
transferred 188,338 common shares of Worthington Industries, Inc.
(the "Issuer") to the reporting person's ex-spouse pursuant to a
domestic relations order. In addition, the reporting person no
longer has a reportable beneficial interest in 1,187 common shares
of the Issuer owned by the reporting person's ex-spouse and
included in the reporting person's prior ownership reports as
beneficially owned indirectly. The reporting person no longer
reports as beneficially owned by the reporting person any
securities owned by the reporting person's ex-spouse. |
(2) |
The price reported is a
weighted average price. These common shares were sold in multiple
transactions at prices ranging from $59.00 to $60.36, inclusive.
The reporting person undertakes to provide 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 range set
forth. |
(3) |
The price reported is a
weighted average price. These common shares were sold in multiple
transactions at prices ranging from $57.99 to $60.05, inclusive.
The reporting person undertakes to provide to 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
range set forth. |
(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 vested. Additional portions of 33.33% of the option
vested annually on 6/28/2015 and 6/28/2016. |
(5) |
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 vested. Additional portions of 33.33% of the option
vested annually on 6/26/2017 and 6/26/2018. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
ROSE B ANDREW
200 OLD WILSON BRIDGE ROAD
COLUMBUS, OH 43085 |
|
|
President & CEO |
|
Signatures
|
/s/B. Andrew Rose by Patrick J. Kennedy, as
attorney-in-fact |
|
2/10/2023 |
**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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