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Sec Form 4 Filing - MCCONNELL JOHN P @ WORTHINGTON INDUSTRIES INC - 2021-03-26

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MCCONNELL JOHN P/OH
2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON INDUSTRIES INC [ WOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last)
(First)
(Middle)
WORTHINGTON INDUSTRIES, INC., 200 OLD WILSON BRIDGE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/26/2021
(Street)
COLUMBUS, OH43085
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/26/2021 M 60,000 A $ 23.1 1,415,518 D
Common Shares 03/26/2021 S 20,000 ( 1 ) D $ 68 1,395,518 D
Common Shares 03/26/2021 S 20,000 ( 1 ) D $ 68.12 1,375,518 D
Common Shares 03/26/2021 S 20,000 ( 1 ) D $ 67.89 1,355,518 D
Common Shares 03/29/2021 M 19,274 A $ 23.1 1,374,792 D
Common Shares 03/29/2021 S 17,124 ( 1 ) D $ 67.09 1,357,668 D
Common Shares 03/29/2021 S 2,150 ( 1 ) D $ 69.55 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 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)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Non-qualified stock option (right to buy) $ 23.1 03/26/2021 M 60,000 06/30/2012( 4 ) 06/30/2021 Common Shares 60,000 $ 0 20,000 D
Non-qualified stock option (right to buy) $ 23.1 03/29/2021 M 19,274 06/30/2012( 4 ) 06/30/2021 Common Shares 19,274 $ 0 726 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCCONNELL JOHN P/OH
WORTHINGTON INDUSTRIES, INC.
200 OLD WILSON BRIDGE ROAD
COLUMBUS, OH43085
X X Executive Chairman
Signatures
/S/ John P. McConnell by Dale T. Brinkman, as attorney-in-fact 03/30/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported is a weighted average price. 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.
( 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 2/28/2021.
( 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.
( 4 )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 vested. Additional portions of 33.33% of the option vested annually on 6/30/2013 and 6/30/2014.

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.
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