SEC Form 4 · accession 0001209191-17-042747

WORTHINGTON ENTERPRISES, INC. · WOR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Geoffrey G Gilmore

Officer — President-Worthington Cylinder

Period of report

Jun 29, 2017

Accepted (ET)

Jul 3, 2017 · 1:46 pm 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
Common shares^F1	Jun 29, 2017	A	6,500	$0.00	A	58,969	D
Common shares^F2	Jun 29, 2017	A	25,000	$0.00	A	83,969	D
Common shares^F3	Jun 30, 2017	A	508	$0.00	A	84,477	D
Common shares^F4	Jun 30, 2017	F	252	$50.22	D	84,225	D
Common shares^F3	Jun 30, 2017	A	923	$0.00	A	85,148	D
Common shares^F5	Jun 30, 2017	F	457	$50.22	D	84,691	D
Common shares^F5	Jun 30, 2017	F	3,214	$50.22	D	81,477	D

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 buy)^F6,F7	$47.76	Jun 29, 2017	A	6,400	A	Jun 29, 2018	Jun 29, 2027	common shares	6,400	6,400	D
Phantom Stock^F10,F6,F8,F9	—	holding	—	—	—	—	—	common shares	5,817	5,817	D

Explanation of responses

F1An award of restricted stock was granted pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. The restricted stock will vest on the third anniversary i.e. 6/29/2020.
F10The amount reported represents additional unfunded theoretical common shares (i.e., phantom stock) credited to participant's account pursuant to the dividend reinvestment feature of the Worthington Industries, Inc.'s Deferred Compensation Plans.
F2An award of restricted stock was granted pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. The restricted stock will vest on the fourth anniversary i.e. 6/29/2021.
F3A long-term performance share award was granted on June 1, 2014 pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. Common Shares were to be earned based on the level of achievement of specified performance objectives over the three-year period ended May 31, 2017. On June 28, 2017, the Compensation Committee of the Company's Board of Directors met and approved the payout of the reported common shares based on the performance of the Company for the three year period ended May 31, 2017.
F4Represents shares withheld in order to satisfy the reporting person's tax withholding obligation.
F5Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
F6The accounts track common shares on a one-for-one basis
F7This 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 06/26/2019 and 06/26/2020.
F8Prior to 10-1-14 The account balance related to the theoretical common share investment option could be immediately transferred to other investment options under the terms of the deferred compensation plan
F9The Company amended its Amended and Restated 2005 Deferred Compensation Plan (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 leaving the Company