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^*

NICASTRO LOUIS 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2009

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	04/23/2009		M		15,135	A	$16.95	41,751⁽¹⁾	D
Common Stock	04/23/2009		S		18,803	D	$32.748⁽²⁾	22,948⁽¹⁾	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	$16.95	04/23/2009		M			15,135	⁽³⁾	08/14/2016	Common Stock	15,135	$0	0	D

Explanation of Responses:

1. Includes or consists of (i) 17,970 shares of restricted stock, restrictions will lapse as to (a) 3,833 shares on 9/18/09 and 9/18/2010; (b) 3,668 shares on 9/18/09; and (c) 6,636 shares when the reporting person ceases to be a director provided such reporting person gives 6 months notice of any resignation, except as otherwise agreed by the Board of Directors and (ii) 4,978 shares of Common Stock to be delivered pursuant to deferred stock units when the reporting person ceases to be a director.

2. Reporting person sold 1 share at $30.37, 599 shares at $30.38, 1 share at $30.42, 100 shares at $30.475, 400 shares at $30.48, 200 shares at $30.483, 600 shares at $30.49, 300 shares at $30.495, 200 shares at $30.50, 100 shares at $30.557, 200 shares at $30.58, 200 shares at $30.59, 100 shares at $30.60, 700 shares at $30.61, 300 shares at $30.63, 100 shares at $30.64, 800 shares at $30.65, 300 shares at $30.66, 100 shares at $30.67, 1,500 shares at $30.68, 600 shares at $30.69, 100 shares at $30.70, 300 shares at $30.72, 500 shares at $30.73, 300 shares at $30.75, 1,300 shares at $30.755, 2,300 shares at $30.76, 1,000 shares at $30.83, 500 shares at $30.915, 1,700 shares at $30.92, 100 shares at $30.94, 2,900 shares at $30.95, 2 shares at $30.98, and 400 shares at $31.01, for an aggregate of 18,803 at an average price of $30.75 per share.

3. Two year vesting: 7,567 shares on 8/14/2007 and 7,568 shares on 8/14/2008.

Remarks:

	/s/ Louis J. Nicastro	04/27/2009
	** 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).
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