WOR Worthington Enterprises Inc

1.	NAME OF REPORTING PERSON

John P. McConnell

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions):

(a)  ☐

(b)  ☐

3.	SEC USE ONLY:

4.	SOURCE OF FUNDS (see instructions):

OO

5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):  ☐

6.	CITIZENSHIP OR PLACE OF ORGANIZATION:

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

 

 

 

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

17,651,093

12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions):  ☐

 

28.0%

14.	TYPE OF REPORTING PERSON (see instructions):

IN

 

Item 1 .

Security and Issuer .

 

 

 

 

On January 8, 2010, Mr. McConnell filed Amendment No. 1 to Schedule 13D to report that, in connection with the sale by Mr. McConnell of Common Shares of Worthington Industries in a series of open market transactions, Mr. McConnell's beneficial ownership of the outstanding Common Shares had decreased by more than one percent.

On January 20, 2011, Mr. McConnell filed Amendment No. 2 to Schedule 13D to update his holdings of the Common Shares of Worthington Industries and to report that, in connection with a decrease in the aggregate number of outstanding Common Shares, Mr. McConnell's beneficial ownership of the outstanding Common Shares had increased by more than one percent.

On April 28, 2011, Mr. McConnell filed Amendment No. 3 to Schedule 13D to update his holdings of the Common Shares and to report that, in connection with a decrease in the aggregate number of outstanding Common Shares, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased by more than one percent.

On February 10, 2012, Mr. McConnell filed Amendment No. 4 to Schedule 13D to update his holdings of Common Shares of Worthington Industries as a result of the sale by the Estate of John H. McConnell, as to which Mr. McConnell served as a co-executor, of Common Shares, in open market sales, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased.

On February 13, 2013, Mr. McConnell filed Amendment No. 5 to Schedule 13D to update his holdings of Common Shares of Worthington Industries and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased.

On July 3, 2014, Mr. McConnell filed Amendment No. 6 to Schedule 13D to update his holdings of the Common Shares of Worthington Industries, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased.

On June 9, 2015, Mr. McConnell filed Amendment No. 7 to Schedule 13D to update his holdings of the Common Shares of Worthington Industries, and to report that, in connection with a decrease in the aggregate number of outstanding Common Shares, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased by more than one percent; as well as to report that as part of Mr. McConnell's indirect ownership, shares previously held by JDEL, Inc. were transferred to JMAC, Inc., a private investment company substantially owned, directly or indirectly, by Mr. McConnell and members of his family, as a result of the merger, effective at 11:59 p.m., Eastern Daylight Time, on April 30, 2015, of JDEL, Inc. with and into JMAC, Inc., with JMAC, Inc. being the surviving entity of the merger.  The directors of JMAC, Inc. have granted Mr. McConnell sole voting and dispositive power with respect to these Common Shares.

Mr. McConnell is filing this Amendment No. 8 to Schedule 13D to update his holdings of Common Shares of Worthington Industries; and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased.

Mr. McConnell has served as a director of Worthington Industries continuously since 1990.  Since that time, Mr. McConnell's ownership of the Common Shares of Worthington Industries has been publicly reported on Forms 3 and 4 filed with the Securities and Exchange Commission (the "Commission") on his behalf, and has been disclosed annually in Worthington Industries' definitive proxy statements filed with the Commission and made available to the shareholders of Worthington Industries.

Although Mr. McConnell has not formulated any current plans or proposals relating to securities of Worthington Industries other than as described in this Schedule 13D/A, he may from time to time acquire or dispose of Common Shares and/or other securities of Worthington Industries if and when he deems it appropriate.  Mr. McConnell may formulate other plans or proposals relating to securities of Worthington Industries to the extent deemed advisable in light of general market and economic conditions, investment policies, the prospects of Worthington Industries and various other factors.

 

(i)

Sole power to vote or to direct the vote:  15,094,389 (1)

(ii)

Shared power to vote or to direct the vote:  128,392 (2)

(iii)

Sole power to dispose or to direct the disposition of:  15,094,389 (1)

(iv)

Shared power to dispose or to direct the disposition of: 2,556,704 (2) (3)

_________________

Includes 74,000 restricted Common Shares of which: (1) 22,000 are to vest on June 23, 2016, (b) 22,000 are to vest on June 30, 2017, and (c) 30,000 are to vest on June 26, 2018.

Includes 24,755 Common Shares held in the Worthington Industries, Inc. Deferred Profit Sharing Plan.

Includes 12,415,982 Common Shares held of record by JMAC, Inc., an Ohio corporation ("JMAC").  The directors of JMAC have granted Mr. McConnell sole voting and investment power with respect to these 12,415,982 Common Shares.  JMAC has the right to receive the dividends from, and the proceeds from the sale of, such 12,415,982 Common Shares.

Includes 6,151 Common Shares held by Mr. McConnell as custodian for his son.

Includes 118,000 Common Shares held by The McConnell Family Trust of which Mr. McConnell is co-trustee and has sole voting and dispositive power.

Includes 255,875 Common Shares held by the Margaret R. McConnell Trust f/b/o Margaret Kollis of which Mr. McConnell is trustee and has sole voting and dispositive power.

(2)	Includes 123,000 Common Shares held in The McConnell Educational Foundation for the benefit of third parties of which Mr. McConnell is one of three trustees and shares voting and dispositive power.  Mr. McConnell disclaims beneficial ownership of these 123,000 Common Shares.

Includes 5,392 Common Shares held by Mr. McConnell's wife as custodian for her son.  For purposes of Rule 13d-3 under the Exchange Act, Mr. McConnell may be deemed to hold shared voting and dispositive power over such 5,392 Common Shares.

(3)

Includes 2,428,312 Common Shares held by an independent corporate trustee in trust for the benefit of Mr. McConnell and his sister.  The independent corporate trustee has voting and dispositive power over such Common Shares; however, the trustee's investment decisions are subject to the prior approval or disapproval of Mr. McConnell and, accordingly, Mr. McConnell may be deemed to "share" dispositive power with the independent corporate trustee.  Mr. McConnell has the right to change the trustee; however, any successor trustee appointed by Mr. McConnell must be an independent corporate trustee.

(c)   On March 3, 2016, Mr. McConnell exercised stock options covering 130,000 Common Shares which had previously been reported as beneficially owned by Mr. McConnell.  Mr. McConnell elected to have Worthington Industries withhold from the Common Shares which would have otherwise been issued upon exercise of the stock options an aggregate of 96,409 Common Shares to pay the exercise price of the Common Shares acquired upon exercise of the stock options and Mr. McConnell's related tax withholding obligation.  As a result, Mr. McConnell received a net of 33,591 Common Shares upon exercise of the stock options.

(d)   As reported in Item 4 above, effective at 11:59 p.m., Eastern Daylight Time, on April 30, 2015, JDEL, Inc. was merged with and into JMAC, Inc., with JMAC, Inc. being the surviving entity in the merger.  Upon and as a result of the merger, JMAC, Inc. now is the beneficial owner of the 12,415,982 Common Shares previously held of record by JDEL, Inc.

(e)   As described in Item 5(b) above, Mr. McConnell may be deemed to beneficially own certain Common Shares of Worthington Industries that are held of record by other persons.  In such instances, such other persons may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Shares.  With respect to record owners of more than five percent of the Common Shares of Worthington Industries, as described in Item 5(b) above, JMAC, Inc. has the right to receive the dividends from and the proceeds from the sale of the 12,415,982 Common Shares (19.9% of the Common Shares outstanding as of February 29, 2016) that are held of record by JMAC, Inc. and included in Mr. McConnell's beneficial ownership within this Schedule 13D/A.

(e)

Not applicable.

Please see Item 5(b) of this Schedule 13D/A for a description of Mr. McConnell's voting and dispositive power with respect to the Common Shares of Worthington Industries.

Except as set forth in this Schedule 13D/A, Mr. McConnell does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Worthington Industries, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Not applicable.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:   March 24, 2016

	/s/John P. McConnell
	John P. McConnell

 

 

7

---