SEC Form 4 · accession 0001209191-15-001783
WORTHINGTON ENTERPRISES, INC. · WOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Endres
Director
Period of report
Jan 5, 2015
Accepted (ET)
Jan 6, 2015 · 10:55 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000108516
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares | Jan 5, 2015 | M | 4,000 | $21.00 | A | 92,340 | D | |
| Common Shares | Jan 5, 2015 | M | 5,000 | $17.23 | A | 97,340 | D | |
| Common Shares | Jan 5, 2015 | M | 5,000 | $22.95 | A | 102,340 | D | |
| Common Shares | Jan 5, 2015 | M | 8,200 | $17.11 | A | 110,540 | D | |
| Common Shares | Jan 5, 2015 | M | 9,750 | $13.90 | A | 120,290 | D | |
| Common Shares | Jan 5, 2015 | M | 9,750 | $15.03 | A | 130,040 | D | |
| Common Shares | Jan 5, 2015 | M | 8,000 | $14.43 | A | 138,040 | D | |
| Common Shares | Jan 5, 2015 | M | 8,000 | $22.06 | A | 146,040 | D | |
| Common Shares | holding | — | — | — | 10,000 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-qualified Stock Option (Right to purchase)F5 | $21.00 | Jan 5, 2015 | M | 4,000 | D | Sep 29, 2006 | Sep 29, 2015 | common shares | 4,000 | 0 | D |
| Non-qualified Stock Option (Right to purchase)F5 | $17.23 | Jan 5, 2015 | M | 5,000 | D | Sep 27, 2007 | Sep 27, 2016 | common shares | 5,000 | 0 | D |
| Non-qualified Stock Option (Right to purchase)F5 | $22.95 | Jan 5, 2015 | M | 5,000 | D | Sep 26, 2008 | Sep 26, 2017 | common shares | 5,000 | 0 | D |
| Non-qualified Stock Option (Right to purchase)F5 | $17.11 | Jan 5, 2015 | M | 8,200 | D | Sep 24, 2009 | Sep 24, 2018 | common shares | 8,200 | 0 | D |
| Non-qualified Stock Option (Right to purchase)F5 | $13.90 | Jan 5, 2015 | M | 9,750 | D | Sep 30, 2010 | Sep 30, 2019 | common shares | 9,750 | 0 | D |
| Non-qualified Stock Option (Right to purchase)F5 | $15.03 | Jan 5, 2015 | M | 9,750 | D | Sep 30, 2011 | Sep 30, 2020 | common shares | 9,750 | 0 | D |
| Non-qualified Stock Option (Right to purchase)F5 | $14.43 | Jan 5, 2015 | M | 8,000 | D | Sep 29, 2012 | Sep 29, 2021 | common shares | 8,000 | 0 | D |
| Non-qualified Stock Option (Right to purchase)F5 | $22.06 | Jan 5, 2015 | M | 8,000 | D | Sep 27, 2013 | Sep 27, 2022 | common shares | 8,000 | 0 | D |
| Phantom StockF4,F1,F2,F3 | — | holding | — | — | — | — | — | common shares | 302 | 52,265 | D |
Explanation of responses
- F1The accounts track common shares on a one-for-one basis
- F2Prior 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.
- F3The Company amended the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (the "Plan") effective October 1, 2014. The Amendment includes a provision 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.
- F4The amount shown reflects additional theoretical common shares (i.e. phantom stock) which were credited pursuant to the dividend reinvestment feature of the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors
- F5Date shown is the first date this option became vested and fully exercisable