| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/01/2018 | 3. Issuer Name and Ticker or Trading Symbol WORTHINGTON INDUSTRIES INC [ WOR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares | 9,200 | D | |
| Common Shares | 2,000 | I | By IRA |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Non-Qualified Stock Option (Right to Buy) | 06/30/2015(1) | 06/30/2024 | Common Shares | 1,500 | 43.04 | D | |
| Employee Non-Qualified Stock Option (Right to Buy) | 06/26/2016(2) | 06/26/2025 | Common Shares | 2,000 | 30.92 | D | |
| Employee Non-Qualified Stock Option (Right to Buy) | 06/30/2017(3) | 06/30/2026 | Common Shares | 1,500 | 42.3 | D | |
| Employee Non-Qualified Stock Option (Right to Buy) | 06/29/2018(4) | 06/29/2027 | Common Shares | 1,200 | 47.76 | D | |
| Employee Non-Qualified Stock Option (Right to Buy) | 06/28/2019(5) | 06/28/2028 | Common Shares | 1,200 | 42.91 | D | |
| Phantom Stock Acquired Under Deferred Compensation Plan | (6) | (7) | Common Shares | 851 | (8) | D | |
| Explanation of Responses: |
| 1. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan and vested at 33.33% per year beginning on the first anniversary of the grant date. The date listed is the first day any portion of the non-qualified stock option vested. |
| 2. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan and vests at 33.33% per year beginning on the first anniversary of the 6/26/2015 grant date. The date listed is the first day any portion of the non-qualified stock option vested. The remaining 33.33% of the non-qualified stock option will vest on 6/26/2018. |
| 3. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan and vests at 33.33% per year beginning on the first anniversary of the 6/30/2016 grant date. The date listed is the first date any portion of the non-qualified stock option vested. |
| 4. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan and vests at 33.33% per year beginning on the first anniversary of the 6/29/2017 grant date. The date listed is the first date any portion of the non-qualified stock option vested. |
| 5. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan and vests at 33.33% per year beginning on the first anniversary of the 6/28/2018 grant date. The date listed is the first date any portion of the non-qualified stock option will vest. |
| 6. 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 investment options under the terms of the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan, as amended (the "2005 NQ Plan"). |
| 7. 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. theoretical Worthington Industries, Inc. common shares 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 a person's leaving employment with Worthington Industries, Inc. |
| 8. The account under the 2005 NQ Plan tracks common shares on a one-for-one basis. |
| Remarks: |
| /s/Dale T. Brinkman, as attorney-in-fact for Joseph B. Hayek | 11/01/2018 | |
| ** 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 5 (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. | ||
