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) 12/18/2020 | ||||||||||||||||||||||||||
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 | 12/18/2020 | G | V | 442,250(1) | D | $0.00 | 1,355,518 | D | ||
Common Shares | 12,415,982 | I | By JMAC, Inc. | |||||||
Common Shares | 2,428,312 | I | By the Porter Rardin Trust f/b/o John P. McConnell and Margaret Kollis | |||||||
Common Shares | 8,173 | I | As custodian for his son, C.R.McConnell | |||||||
Common Shares | 7,343 | I | By Spouse, Amy McConnell, as custodian for her son, Luke A. Edmonds | |||||||
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 | 25,227(2) | I | By the Worthington Industries, Inc. Deferred Profit Sharing Plan | |||||||
Common Shares | 12/18/2020 | G | V | 44,250 | A | $0.00 | 44,250 | I | By McConnell 2020 LAE Trust(3) |
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 |
Explanation of Responses: |
1. This transaction involved gifts of: (1) an aggregate of 398,000 common shares by the reporting person, in his capacity as settlor, to four separate irrevocable trusts for the benefit of four of his children (one who shares his household and three who no longer share his household), with each such irrevocable trust having an independent trustee who is not related to the reporting person; and (2) 44,250 common shares by the reporting person, in his capacity as settlor, to an irrevocable trust for the benefit of the son of the reporting person's spouse (not described in clause (1)), with such reporting person's spouse serving as the trustee of such irrevocable trust. The reporting person has no reportable beneficial ownership of or pecuniary interest in the aggregate of 398,000 common shares gifted to the irrevocable trusts having an independent trustee who is not related to the reporting person. |
2. Amount listed is the most up-to-date information available regarding holdings in the Company Stock Fund under the Worthington Industries, Inc. Deferred Profit Sharing Plan and is based on a Plan statement as of 11/30/2020. |
3. These common shares are held in an irrevocable trust for the benefit of the son of the reporting person's spouse. The reporting person's spouse is the trustee of such irrevocable trust. |
Remarks: |
/S/ John P. McConnell by Dale T. Brinkman, as attorney-in-fact | 12/29/2020 | |
** 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. |