SEC FORM 4

SEC Form 4

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^*

EDIDIN ORRIN J

(Last)

(First)

(Middle)

C/O WMS INDUSTRIES INC.

800 S. NORTHPOINT BLVD.

(Street)

WAUKEGAN

60085

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WMS INDUSTRIES INC /DE/ [ WMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/18/2008		A		15,000	A	$0	36,889⁽¹⁾	D
Common Stock	09/18/2008		A		11,925	A	$0	48,814⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$29.35	09/18/2008		A		50,000		⁽³⁾	09/18/2015	Common Stock	50,000	$0.00	50,000	D
Stock Option	$29.35	09/18/2008		A		33,397		⁽³⁾	09/18/2015	Common Stock	33,397	$0	33,397	D

Explanation of Responses:

1. Includes 31,417 shares of restricted stock, restrictions will lapse on (a) 3,750 shares on 9/18/2009 if certain performance goals are met, if not such shares will vest on 9/18/2010 provided certain performance goals are met as of that date; 3,750 shares on 9/18/2010 if certain performance goals are met, if not such shares and any remaining shares will forfeit; if such performance goals are met, thereafter, 3,750 shares on each of 9/18/2011 and 9/18/2012; (b) 2,029 shares on each of 9/19/2009, 9/19/2010 and 9/19/2011; and (c) 3,443 shares on each of 6/7/2009 and 6/7/2010 and 3,444 shares on 6/7/2011.

2. Includes 43,342 shares of restricted stock, restrictions will lapse on (a) 2,981 shares on each of 9/18/2009, 9/18/2010 and 9/18/2011 and 2,982 on 9/18/2012; (b) 3,750 shares on 9/18/2009 if certain performance goals are met, if not such shares will vest on 9/18/2010 provided certain performance goals are met as of that date; 3,750 shares on 9/18/2010 if certain performance goals are met, if not such shares and any remaining shares will forfeit; if such performance goals are met, thereafter, 3,750 shares on each of 9/18/2011 and 9/18/2012; (c) 2,029 shares on each of 9/19/2009, 9/19/2010 and 9/19/2011; and (d) 3,443 shares on each of 6/7/2009 and 6/7/2010 and 3,444 shares on 6/7/2011.

3. Vesting one-third each year on the anniversary of the grant date over three years.

Remarks:

	/s/ Orrin J. Edidin	09/22/2008
	** 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).
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