SEC Form 4 · accession 0001209191-15-072898
WORTHINGTON ENTERPRISES, INC. · WOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Karmanos
Director
Period of report
Sep 30, 2015
Accepted (ET)
Oct 2, 2015 · 9:32 am EDT
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 | Sep 30, 2015 | M | 5,000 | $17.23 | A | 99,240 | D | |
| Common Shares | Sep 30, 2015 | M | 5,000 | $22.95 | A | 104,240 | D | |
| Common Shares | Sep 30, 2015 | M | 8,200 | $17.11 | A | 112,440 | D | |
| Common Shares | Sep 30, 2015 | M | 9,750 | $13.90 | A | 122,190 | D | |
| Common Shares | Sep 30, 2015 | M | 9,750 | $15.03 | A | 131,940 | D | |
| Common Shares | Sep 30, 2015 | M | 8,000 | $14.43 | A | 139,940 | D | |
| Common Shares | Sep 30, 2015 | M | 8,000 | $22.06 | A | 147,940 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF4,F1,F2,F3 | — | Sep 29, 2015 | A | 536 | A | — | — | common shares | 436 | 77,818 | D |
| Non-qualified stock option (right to buy)F5 | $17.23 | Sep 30, 2015 | M | 5,000 | D | Sep 27, 2007 | Sep 27, 2016 | common shares | 5,000 | 0 | D |
| Non-qualified stock option (right to buy)F5 | $22.95 | Sep 30, 2015 | M | 5,000 | D | Sep 26, 2008 | Sep 26, 2017 | common shares | 5,000 | 0 | D |
| Non-qualified stock option (right to buy)F5 | $17.11 | Sep 30, 2015 | M | 8,200 | D | Sep 24, 2009 | Sep 24, 2018 | common shares | 8,200 | 0 | D |
| Non-qualified stock option (right to buy)F5 | $13.90 | Sep 30, 2015 | M | 9,750 | D | Sep 30, 2010 | Sep 30, 2019 | common shares | 9,750 | 0 | D |
| Non-qualified stock option (right to buy)F5 | $15.03 | Sep 30, 2015 | M | 9,750 | D | Sep 30, 2011 | Sep 30, 2020 | common shares | 9,750 | 0 | D |
| Non-qualified stock option (right to buy)F5 | $14.43 | Sep 30, 2015 | M | 8,000 | D | Sep 29, 2012 | Sep 29, 2021 | common shares | 8,000 | 0 | D |
| Non-qualified stock option (right to buy)F5 | $22.06 | Sep 30, 2015 | M | 8,000 | D | Sep 27, 2013 | Sep 27, 2022 | common shares | 8,000 | 0 | 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 of the Company's Board of Directors.
- F4The amount shown reflect additional theoretical common shares (i.e. phantom stock) which were credited pursuant to the dividend reinvestment feature of Worthington Industries, Inc.'s Deferred Compensation Plan for Directors
- F5This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors and will become vested and fully exercisable on the first to occur: (i) the first anniversary of the grant date or (ii) the date of the next Annual Meeting of Shareholders of Worthington Industries, Inc. following the grant date.