SEC Form 4 · accession 0001209191-17-042786
WORTHINGTON ENTERPRISES, INC. · WOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard G Welch
Officer — Controller
Period of report
Jun 29, 2017
Accepted (ET)
Jul 3, 2017 · 2:41 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,F2 | Jun 29, 2017 | A | 1,200 | $0.00 | A | 28,567 | D | |
| Common SharesF3 | Jun 30, 2017 | A | 462 | $0.00 | A | 29,029 | D | |
| Common SharesF4 | Jun 30, 2017 | F | 162 | $50.22 | D | 28,867 | D | |
| Common SharesF4 | Jun 30, 2017 | F | 383 | $50.22 | D | 28,484 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common SharesF5 | $47.76 | Jun 29, 2017 | A | 1,200 | A | Jun 29, 2018 | Jun 29, 2027 | Common Shares | 1,200 | 1,200 | D |
| Phantom StockF9,F6,F7,F8 | — | holding | — | — | — | — | — | Common Shares | 5,661 | 5,661 | D |
Explanation of responses
- F1This is a voluntary filing to disclose a transaction involving a gift of securities by the Reporting Person to a charity.
- 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 third anniversary of the grant date (6/29/2020).
- 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 upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
- F5This 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 06/30/2020.
- F6The accounts track common shares on a one-for-one basis
- F7Prior to October 1, 2014, the account balances related to the theoretical common shares investment option could be immediately transferred to other investment options under the terms of the deferred compensation plans.
- F8The 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 on the Company and generally commence upon leaving the Company.
- F9The amount shown reflects additional theoretical common shares (i.e. phantom stock) credited pursuant to the dividend reinvestment feature of Worthington Industries, Inc.'s Deferred Compensation Plan