SEC Form 4 · accession 0001209191-17-042777
WORTHINGTON ENTERPRISES, INC. · WOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark A Russell
Officer — Pres/COO, Worthington Industri
Period of report
Jun 29, 2017
Accepted (ET)
Jul 3, 2017 · 2:24 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 | 10,000 | $0.00 | A | 330,403 | D | |
| Common SharesF2 | Jun 30, 2017 | A | 6,461 | $0.00 | A | 336,864 | D | |
| Common SharesF3 | Jun 30, 2017 | F | 3,195 | $50.22 | D | 333,669 | D | |
| Common SharesF3 | Jun 30, 2017 | F | 5,440 | $50.22 | D | 328,229 | D | |
| Common Shares | Jun 30, 2017 | M | 30,000 | $22.73 | A | 358,229 | D | |
| Common Shares | Jun 30, 2017 | F | 21,697 | $50.22 | D | 336,532 | D | |
| Common SharesF4 | holding | — | — | — | 17,523 | I | By 401(k) |
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 buyF8,F5,F6,F7 | $47.73 | Jun 29, 2017 | A | 11,500 | A | Jun 29, 2018 | Jun 29, 2027 | common shares | 11,500 | 11,500 | D |
| Non-qualified stock option, right to buyF11 | $22.73 | Jun 30, 2017 | M | 30,000 | D | Jul 2, 2008 | Jul 2, 2017 | common shares | 30,000 | 0 | D |
| Phantom stockF10,F5,F6,F9 | — | holding | — | — | — | — | — | common shares | — | 225,534 | 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).
- F10Amount shown reflects 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.
- F11This 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.
- 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 Company's dividend reinvestment plan and the amount listed is the most up-to-date information available.
- F5The accounts track common shares on a one-for-one basis
- F6Prior to October 1, 2014, the account balances related to the theoretical Company common share investment option could be immediately transferred to other investment options under the terms of the deferred compensation plan.
- 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 6/30/2019 and 6/30/2020.
- F8The amount reported represents an additional 878 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
- 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.