Form 4 for WS Worthington Steel, Inc.
Accepted 2023-12-05 00:00:00 ET · period of report 2023-12-01 · accession 0000950170-23-068310 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-12-05 | 2023-12-01 | WS | ADAMS TIMOTHY A | VP, CFO | A - Grant | — | +9,364 | 16.7K | +128% | — |
| DM | 2023-12-05 | 2023-12-01 | WS | ADAMS TIMOTHY A | VP, CFO | A - Grant | — | +26.9K | 2,906 | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Shares | 2023-12-01 | A | A | 9,364 | — | 16,694 | D | — | — | (F1) 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. (F2) 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) 2,906 WS Restricted Shares that vest on June 25, 2024, (ii) 3,875 WS Restricted Shares that vest on June 24, 2025 and (ii) 2,583 WS Restricted Shares that vest on June 30, 2026. (F3) Includes 7,330 of the Issuer's common shares received in connection with the Distribution in respect of WOR common shares held as of the Record Date. |
| 2 | Derivative | Non-qualified stock option (right to buy) | 2023-12-01 | A | A | 2,260 | — | 2,260 | D | $21.51 · — to 2033-06-30 | 2,260 Common Shares | (F1) 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. (F4) 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. (F8) 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. |
| 3 | Derivative | Non-qualified stock option (right to buy) | 2023-12-01 | A | A | 4,198 | — | 4,198 | D | $12.05 · — to 2029-06-27 | 4,198 Common Shares | (F1) 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. (F4) 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. (F5) Fully vested and currently exercisable. |
| 4 | Derivative | Non-qualified stock option (right to buy) | 2023-12-01 | A | A | 2,583 | — | 2,583 | D | $18.64 · — to 2031-06-25 | 2,583 Common Shares | (F1) 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. (F4) 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. (F6) 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. |
| 5 | Derivative | Non-qualified stock option (right to buy) | 2023-12-01 | A | A | 5,490 | — | 5,490 | D | $11.44 · — to 2030-06-25 | 5,490 Common Shares | (F1) 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. (F4) 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. (F5) Fully vested and currently exercisable. |
| 6 | Derivative | Non-qualified stock option (right to buy) | 2023-12-01 | A | A | 4,198 | — | 4,198 | D | $14.37 · — to 2032-06-24 | 4,198 Common Shares | (F1) 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. (F4) 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. (F7) 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 | Derivative | Non-qualified stock option (right to buy) | 2023-12-01 | A | A | 2,367 | — | 2,367 | D | $13.10 · — to 2026-06-30 | 2,367 Common Shares | (F1) 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. (F4) 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. (F5) Fully vested and currently exercisable. |
| 8 | Derivative | Non-qualified stock option (right to buy) | 2023-12-01 | A | A | 2,906 | — | 2,906 | D | $14.79 · — to 2027-06-29 | 2,906 Common Shares | (F1) 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. (F4) 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. (F5) Fully vested and currently exercisable. |
| 9 | Derivative | Non-qualified stock option (right to buy) | 2023-12-01 | A | A | 2,906 | — | 2,906 | D | $13.29 · — to 2028-06-28 | 2,906 Common Shares | (F1) 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. (F4) 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. (F5) Fully vested and currently exercisable. |