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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock | (3) | 07/01/2024 | M | 9.8 | 07/01/2024 | 07/01/2024 | Common Shares | 9.8 | (1) | 14.3 | D | ||||
| Phantom Stock | (3) | 07/02/2024 | M | 14.3 | 07/02/2024 | 07/02/2024 | Common Shares | 14.3 | (1) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| McConnell John H II 200 WEST OLD WILSON BRIDGE ROAD COLUMBUS, OH 43085 |
X | |||
| /s/Patrick J. Kennedy, as attorney-in-fact for John H. McConnell II | 07/03/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Under the terms of the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan ("Plan"), contributions to participants' bookkeeping accounts may be treated as invested in theoretical common shares of the issuer ("Phantom Stock"), with any portion of an account credited to Phantom Stock to remain credited thereto until distributed in accordance with the terms of the Plan, including following the participant ceasing to be employed by the issuer. In connection with the reporting person ceasing to be employed by the issuer, the Phantom Stock in the reporting person's Plan account became distributable on July 1, 2024. Under the Plan, the Phantom Stock is paid in whole common shares and any fractional common shares are paid in cash. Accordingly, on July 1, 2024, the reporting person received 9 common shares and cash in lieu of 0.8 common shares, and, on July 2, 2024, the reporting person received 14 common shares and cash in lieu of 0.3 common shares. |
| (2) | Includes the issuer's common shares acquired since the reporting person's prior Form 4 through a dividend reinvestment program that is exempt from Section 16 pursuant to Rule 16a-11. |
| (3) | The Phantom Stock credited to the reporting person under the Plan tracks the issuer's common shares on a one-for-one basis. |