| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Worthington Steel, Inc. [ WS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2023 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 12/01/2023(1) | A | 70,407(2) | A | (2) | 186,798(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-qualified stock option (right to buy) | $18.64 | 12/01/2023(1) | A | 6,672(4) | (5) | 06/25/2031 | Common Shares | 6,672 | (4) | 6,672 | D | ||||
| Non-qualified stock option (right to buy) | $14.37 | 12/01/2023(1) | A | 19,161(4) | (6) | 06/24/2032 | Common Shares | 19,161 | (4) | 19,161 | D | ||||
| Non-qualified stock option (right to buy) | $21.51 | 12/01/2023(1) | A | 17,763(4) | (7) | 06/30/2033 | Common Shares | 17,763 | (4) | 17,763 | D | ||||
| Phantom Stock Acquired Under Deferred Compensation Plan | (8) | 12/01/2023(1) | A | 38,840 | (8) | (8) | Common Shares | 38,840 | (8) | 38,840 | D | ||||
| Explanation of Responses: |
| 1. On December 1, 2023, Worthington Enterprises, Inc. (f/k/a Worthington Industries, Inc.) ("WOR") completed a pro rata spin-off distribution (the "Distribution") of all of its common shares of the Issuer to the holders of record of WOR common shares as of November 21, 2023 (the "Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of November 30, 2023, by and between WOR and the Issuer (the "EMA"), all outstanding equity awards with respect to WOR common shares held by the Reporting Person were equitably adjusted and converted into equity awards with respect to the Issuer's common shares, with such equitable adjustments determined based on (i) the closing price of one WOR common share on the close of trading on November 30, 2023 and (ii) the closing price of one Issuer common share on December 1, 2023. |
| 2. Represents the grant of restricted stock of WS ("WS Restricted Shares") upon the conversion of restricted stock of WOR held by the Reporting Person as of December 1, 2023 in connection with the Distribution, in accordance with the terms of the EMA. The WS Restricted Shares were granted pursuant to the Worthington Steel, Inc. 2023 Long-Term Incentive Plan in a manner intended to preserve the aggregate intrinsic value of the awards, on generally the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding restricted stock of WOR. Includes (i) 19,378 WS Restricted Shares that vest on June 25, 2024, (ii) 30,682 WS Restricted Shares that vest on June 24, 2025, and (iii) 20,347 WS Restricted Shares that vest on June 30, 2026. |
| 3. Includes 116,391 of the Issuer's common shares received in connection with the Distribution in respect of WOR common shares held as of the Record Date. |
| 4. Represents the grant of stock options to purchase the Issuer's common shares ("WS Options") upon the conversion of stock options to purchase WOR common shares ("WOR Options") in connection with the Distribution, in accordance with the terms of the EMA. The WS Options were granted pursuant to the Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan (the "NQ Plan") in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding WOR Options. |
| 5. Corresponds to the remaining portion of WOR Options initially granted on June 25, 2021 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 25, 2022, June 25, 2023 and June 25, 2024. |
| 6. Corresponds to the remaining portion of WOR Options initially granted on June 24, 2022 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 24, 2023, June 24, 2024 and June 24, 2025. |
| 7. Corresponds to the remaining portion of WOR Options initially granted on June 30, 2023 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 30, 2024, June 30, 2025 and June 25, 2026. |
| 8. Represents unfunded theoretical common shares (i.e. phantom stock) of the Issuer ("WS Phantom Shares") credited to a bookkeeping account for the benefit of the Reporting Person under the NQ Plan upon conversion of unfunded theoretical common shares of WOR ("WOR Phantom Shares") previously credited to a bookkeeping account for the benefit of the Reporting Person under a WOR plan in connection with the Distribution, in accordance with the terms of the EMA. The WS Phantom Shares are generally subject to the same terms and conditions as applicable to the corresponding WOR Phantom Shares. The WS Phantom Shares credited to the Reporting Person's account track common shares of the Issuer on a one-for-one basis. Distributions are made only in common shares of the Issuer and generally commence upon leaving the Issuer and its subsidiaries. |
| /s/ Joseph Y. Heuer, as attorney-in-fact for Geoffrey G. Gilmore | 12/05/2023 | |
| ** 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). | ||
| 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. | ||
