FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON INDUSTRIES INC [ WOR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 06/30/2011 | A | 20,000(1) | A | $0.00 | 1,235,225 | D | |||
Common Shares | 12,415,982(2) | I | By JDEL, Inc.(2) | |||||||
Common Shares | 2,428,312 | I | By the Porter Rardin Trust f/b/o John P. McConnell and Margaret Kollis | |||||||
Common Shares | 22,563(3) | I | As custodian for his son, J. H. McConnell, II(3) | |||||||
Common Shares | 28,611(3) | I | As custodian for his daughter, J.R. McConnell(3) | |||||||
Common Shares | 24,940(3) | I | As custodian for his son, P. W. McConnell(3) | |||||||
Common Shares | 4,125(3) | I | As custodian for his son, C.R.McConnell(3) | |||||||
Common Shares | 3,390(3) | I | By Spouse, Amy McConnell, as custodian for her son, Luke A. Edmonds(3) | |||||||
Common Shares | 118,000 | I | By The McConnell Family Trust | |||||||
Common Shares | 255,875 | I | By The Margaret R. McConnell Trust f/b/o Margaret Kollis | |||||||
Common Shares | 20,749(4) | I | By the Worthington Industries, Inc. Deferred Profit Sharing Plan(4) | |||||||
Common Shares | 442,600(5) | I | As Executor of the Estate of John H. McConnell(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Purchase) | $23.1 | 06/30/2011 | A | 80,000 | 06/30/2012(6) | 06/30/2021 | common shares | 80,000 | $0.00 | 80,000 | D |
Explanation of Responses: |
1. An 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 (6/30/2014). |
2. These Common Shares are held of record by JDEL, Inc., a Delaware corporation ("JDEL"). JDEL is a wholly-owned sbusidiary of JMAC, Inc., a private investment company substantially owned, directly or indirectly, by John P. McConnell and certain entities with whom John P. McConnell is affiliated. |
3. The account is enrolled in the Company's dividend reinvestment plan and the amount listed is the most up-to-date information available. |
4. Amount listed is the most up-to-date information available regarding holdings in the Company Plan Fund which invests in Common Shares of the Company. |
5. These Common Shares are held in the Estate of John H. McConnell (the "Estate"). John P. McConnell is a co-executor and beneficiary of the Estate, and disclaims beneficial ownership of these Common Shares except to the extent of his pecuniary interest therein. |
6. This 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 6/30/2013 and 6/30/2014. |
Remarks: |
/S/ Dale T. Brinkman, as attorney-in-fact for John P. McConnell | 07/05/2011 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |