SEC Form 4 · accession 0001209191-17-042753
WORTHINGTON ENTERPRISES, INC. · WOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John P/oh McConnell
Officer — Chairman/Chief Exec Officer · Director
Period of report
Jun 29, 2017
Accepted (ET)
Jul 3, 2017 · 2:00 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Jun 29, 2017 | A | 20,000 | $0.00 | A | 1,647,652 | D | |
| Common SharesF2 | Jun 30, 2017 | A | 15,691 | $0.00 | A | 1,663,343 | D | |
| Common SharesF3,F4 | Jun 30, 2017 | F | 7,917 | $50.22 | D | 1,655,426 | D | |
| Common SharesF3,F4 | Jun 30, 2017 | F | 11,099 | $50.22 | D | 1,644,327 | D | |
| Common Shares | Jun 30, 2017 | M | 100,000 | $22.73 | A | 1,744,327 | D | |
| Common Shares | Jun 30, 2017 | F | 72,875 | $50.22 | D | 1,671,452 | D | |
| Common Shares | holding | — | — | — | 12,415,982 | I | By JMAC, Inc. | |
| Common SharesF4 | holding | — | — | — | 2,428,312 | I | By the Porter Rardin Trust f/b/o John P. McConnell and Margaret Kollis | |
| Common SharesF5 | holding | — | — | — | 6,623 | I | As custodian for his son, C.R. McConnell | |
| Common Shares | holding | — | — | — | 5,793 | I | By Spouse, Amy McConnell, as custodian for her son, Luke A. Edmonds | |
| Common SharesF4 | holding | — | — | — | 118,000 | I | By the McConnell Family Trust | |
| Common SharesF5 | holding | — | — | — | 255,875 | I | By The Margaret R. McConnell Trust f/b/oMargaret Kollis | |
| Common Shares | holding | — | — | — | 25,240 | I | By the Worthington Industries, Inc. Deferred Profit Sharing Plan |
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 | $47.76 | Jun 29, 2017 | A | 22,000 | A | Jun 29, 2018 | Jun 29, 2027 | common shares | 22,000 | 22,000 | D |
| Non-qualified stock option (right to buy)F7 | $22.73 | Jun 30, 2017 | M | 100,000 | D | Jul 2, 2008 | Jul 2, 2017 | common shares | 100,000 | 0 | 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 of the grant date (6/29/2020).
- F2A 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.
- F3Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
- F4The account is enrolled in the Issuer's dividend reinvestment plan and the amount listed includes the number of common shares reflected in the most up-to-date information available.
- F5Amount listed is the most up-to-date information available regarding holdings in the Worthington Industries, Inc. Deferred Profit Sharing Plan Fund which invests in common shares of the Issuer.
- F6This 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 6/29/2019 and 6/29/2020.
- F7This non-qualified stock option was granted out of the Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan and vested at 20% per year beginning on the first anniversary of the grant date, the date listed is the first day any portion of the option vested. This option was due to expire on July 2, 2017.