Statement of Changes in Beneficial Ownership (4)
November 30 2016 - 10:06AM
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
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2. Issuer Name
and
Ticker or Trading Symbol
WORTHINGTON INDUSTRIES INC
[
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)
CFO
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(Last)
(First)
(Middle)
200 OLD WILSON BRIDGE ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/29/2016
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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
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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
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11/29/2016
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M
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15000
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A
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$11.81
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448685
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D
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Common Shares
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11/29/2016
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F
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8967
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D
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$57.72
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439718
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D
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Common Shares
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11/29/2016
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M
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40000
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A
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$13.25
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479718
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D
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Common Shares
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11/29/2016
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F
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24421
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D
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$57.72
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455297
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D
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Common Shares
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11/29/2016
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M
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40000
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A
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$12.05
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495297
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D
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Common Shares
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11/29/2016
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F
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24000
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D
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$57.72
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471297
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D
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Common Shares
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1187
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I
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By spouse
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Common Shares
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10665
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I
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Custodian for daughter, Sydney Rose
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Common Shares
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10665
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I
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Custodian for daughter, Hannah Rose
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-qualified stock option (right to buy)
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$11.81
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11/29/2016
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M
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15000
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12/1/2009
(1)
(2)
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12/1/2018
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common shares
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15000
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$0.00
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0
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D
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Non-qualified stock option (right to buy)
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$13.25
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11/29/2016
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M
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40000
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7/16/2010
(3)
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7/16/2019
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common shares
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40000
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$0.00
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0
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D
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Non-qualified stock option (right to buy)
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$12.05
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11/29/2016
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M
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40000
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7/2/2011
(4)
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7/2/2020
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common shares
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40000
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$0.00
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0
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D
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Explanation of Responses:
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(
1)
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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 6/26/17 and 6/26/18.
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(
2)
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This option was granted out of the Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan and vests at 20% per year beginning on the first anniversary of the grant date (12/01/08). Date listed is the first day any portion of the option vests.
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(
3)
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This option was granted out of the Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan and vests at 20% per year beginning on the first anniversary of the grant date (07/16/2009). Date listed is the first day any portion of the option vests.
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(
4)
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This non-qualified stock option was granted under the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan and vests at 20% per year beginning on the first anniversary of the grant date. Date listed is date on which the first 20% portion of the option will vest. Additional portions of 20% of the option vest annually on each of 07/02/2012, 07/02/2013, 07/02/2014, and 07/02/2015.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ROSE B ANDREW
200 OLD WILSON BRIDGE ROAD
COLUMBUS, OH 43085
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CFO
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Signatures
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/s/B. Andrew Rose by Dale T. Brinkman, as attorney-in-fact
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11/30/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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