Filing Details
- Accession Number:
- 0001209191-23-040888
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-07-05 14:13:16
- Reporting Period:
- 2023-06-30
- Accepted Time:
- 2023-07-05 14:13:16
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 108516 | Worthington Industries Inc | WOR | Steel Works, Blast Furnaces & Rolling & Finishing Mills (3310) | 311189815 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1429897 | B Joseph Hayek | 200 Old Wilson Bridge Road Columbus OH 43085 | Vp And Cfo | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Shares | Acquisiton | 2023-06-30 | 6,600 | $0.00 | 133,080 | No | 4 | A | Direct | |
| Common Shares | Acquisiton | 2023-06-30 | 4,200 | $42.10 | 137,280 | No | 4 | M | Direct | |
| Common Shares | Acquisiton | 2023-06-30 | 6,800 | $38.91 | 144,080 | No | 4 | M | Direct | |
| Common Shares | Acquisiton | 2023-06-30 | 10,100 | $36.93 | 154,180 | No | 4 | M | Direct | |
| Common Shares | Disposition | 2023-06-30 | 9,218 | $69.29 | 144,962 | No | 4 | S | Direct | |
| Common Shares | Disposition | 2023-06-30 | 11,882 | $68.68 | 133,080 | No | 4 | S | Direct | |
| Common Shares | Acquisiton | 2023-06-30 | 1,500 | $43.04 | 134,580 | No | 4 | M | Direct | |
| Common Shares | Disposition | 2023-06-30 | 1,186 | $69.47 | 133,394 | No | 4 | F | Direct | |
| Common Shares | Acquisiton | 2023-06-30 | 2,000 | $30.92 | 135,394 | No | 4 | M | Direct | |
| Common Shares | Disposition | 2023-06-30 | 1,392 | $69.47 | 134,002 | No | 4 | F | Direct | |
| Common Shares | Acquisiton | 2023-06-30 | 1,500 | $42.30 | 135,502 | No | 4 | M | Direct | |
| Common Shares | Disposition | 2023-06-30 | 1,178 | $69.47 | 134,324 | No | 4 | F | Direct | |
| Common Shares | Acquisiton | 2023-06-30 | 1,200 | $47.76 | 135,524 | No | 4 | M | Direct | |
| Common Shares | Disposition | 2023-06-30 | 994 | $69.47 | 134,530 | No | 4 | F | Direct | |
| Common Shares | Acquisiton | 2023-06-30 | 1,200 | $42.91 | 135,730 | No | 4 | M | Direct | |
| Common Shares | Disposition | 2023-06-30 | 948 | $69.47 | 134,782 | No | 4 | F | Direct | |
| Common Shares | Acquisiton | 2023-07-03 | 13,134 | $0.00 | 147,916 | No | 4 | A | Direct | |
| Common Shares | Disposition | 2023-07-03 | 5,958 | $69.56 | 141,958 | No | 4 | F | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | A | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | A | Direct | |
| No | 4 | F | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Shares | Non-qualified stock option (right to buy) | Acquisiton | 2023-06-30 | 5,800 | $0.00 | 5,800 | $69.47 |
| Common Shares | Non-qualified stock option (right to buy) | Disposition | 2023-06-30 | 4,200 | $0.00 | 4,200 | $42.10 |
| Common Shares | Non-qualified stock option (right to buy) | Disposition | 2023-06-30 | 6,800 | $0.00 | 6,800 | $38.91 |
| Common Shares | Non-qualified stock option (right to buy) | Disposition | 2023-06-30 | 10,100 | $0.00 | 10,100 | $36.93 |
| Common Shares | Non-qualified stock option (right to buy) | Disposition | 2023-06-30 | 1,500 | $0.00 | 1,500 | $43.04 |
| Common Shares | Non-qualified stock option (right to buy) | Disposition | 2023-06-30 | 2,000 | $0.00 | 2,000 | $30.92 |
| Common Shares | Non-qualified stock option (right to buy) | Disposition | 2023-06-30 | 1,500 | $0.00 | 1,500 | $42.30 |
| Common Shares | Non-qualified stock option (right to buy) | Disposition | 2023-06-30 | 1,200 | $0.00 | 1,200 | $47.76 |
| Common Shares | Non-qualified stock option (right to buy) | Disposition | 2023-06-30 | 1,200 | $0.00 | 1,200 | $42.91 |
| Common Shares | Phantom Stock Acquired Under Deferred Compensation Plan | Acquisiton | 2023-06-30 | 2 | $69.47 | 2 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 5,800 | 2024-06-30 | 2033-06-30 | No | 4 | A | Direct |
| 0 | 2019-11-01 | 2028-11-01 | No | 4 | M | Direct |
| 0 | 2020-06-27 | 2029-06-27 | No | 4 | M | Direct |
| 0 | 2021-06-25 | 2030-06-25 | No | 4 | M | Direct |
| 0 | 2015-06-30 | 2024-06-30 | No | 4 | M | Direct |
| 0 | 2016-06-26 | 2025-06-26 | No | 4 | M | Direct |
| 0 | 2017-06-30 | 2026-06-30 | No | 4 | M | Direct |
| 0 | 2018-06-29 | 2027-06-29 | No | 4 | M | Direct |
| 0 | 2019-06-28 | 2028-06-28 | No | 4 | M | Direct |
| 2,327 | No | 4 | A | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Shares | 2,000 | Indirect | By IRA (M-L) |
| Common Shares | 1,601 | Indirect | By IRA (Vanguard) |
Footnotes
- 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 (6/30/2026).
- The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $69.07 TO $69.51, inclusive. The reporting person undertakes to provide to Worthington Industries, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
- The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $68.07 TO $69.06, inclusive. The reporting person undertakes to provide to Worthington Industries, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
- A long-term performance share award was granted on June 25, 2020 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, 2023. On June 27, 2023, 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, 2023.
- Represents shares withheld in order to satisfy the reporting person's tax withholding obligation upon such vesting.
- The amount reported includes additional common shares acquired pursuant to the dividend reinvestment feature of the IRA as reported in the plan statement dated March 31, 2023.
- 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 6/30/2025 and 6/30/2026.
- This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 11/1/2020 and 11/1/2021.
- This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/27/2021 and 6/27/2022.
- This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/25/2022 and 6/25/2023.
- This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/30/2016 and 6/30/2017.
- This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/26/2017 and 6/26/2018.
- This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/30/2018 and 6/30/2019.
- This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/29/2019 and 6/29/2020.
- This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/28/2020 and 6/28/2021.
- The account under the 2005 NQ Plan (defined in the footnote directly below) tracks common shares on a one-for-one basis.
- Prior to October 1, 2014, the account balances related to the theoretical Worthington Industries, Inc. common share deemed investment option could be immediately transferred to other deemed investment options under the terms of the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan, as amended (the "2005 NQ Plan"). The 2005 NQ Plan provides that effective October 1, 2014 and thereafter, any amount credited in a participant's account to the phantom stock fund (i.e. the theoretical Worthington Industries, Inc. common share deemed investment option) may not be transferred to an alternative deemed investment option under the 2005 NQ Plan until distribution from the 2005 NQ Plan. Distributions are made only in common shares of Worthington Industries, Inc. and generally commence upon leaving Worthington Industries, Inc. and its subsidiaries.
- The amount reported includes the additional unfunded theoretical common shares (i.e., phantom stock) credited to the theoretical Worthington Industries, Inc. common share deemed investment option pursuant to the dividend reinvestment feature of the 2005 NQ Plan on June 30, 2023.
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