SEC FORM 4

SEC Form 4

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^*

MCCARTNEY WILLIAM C

(Last)

(First)

(Middle)

C/O WATTS INDUSTRIES INC

815 CHESTNUT ST

(Street)

NORTH ANDOVER

01845

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WATTS INDUSTRIES INC [ WTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/18/2003		S		8,400	D	$18	2,000	D
Class A Common Stock	08/18/2003		M		3,249⁽¹⁷⁾	A	$15.35	5,249	D
Class A Common Stock	08/18/2003		S		3,249	D	$18	2,000	D
Class A Common Stock	08/18/2003		M		6,101⁽¹⁷⁾	A	$10.583	8,101	D
Class A Common Stock	08/18/2003		S		6,101	D	$18	2,000	D
Class A Common Stock	08/18/2003		M		12,380⁽¹⁷⁾	A	$11.916	14,380	D
Class A Common Stock	08/18/2003		S		12,380	D	$18	2,000	D
Class A Common Stock	08/18/2003		M		14,852⁽¹⁷⁾	A	$12.441	16,852	D
Class A Common Stock	08/18/2003		S		14,852	D	$18	2,000	D
Class A Common Stock	08/18/2003		M		15,000⁽¹⁷⁾	A	$11.375	17,000	D
Class A Common Stock	08/18/2003		S		15,000	D	$18	2,000	D

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option⁽¹⁾	$15.35⁽¹²⁾	08/18/2003		M			3,249	⁽²⁾	09/01/2004	Class A Common Stock	3,249	$15.35	12,996⁽¹²⁾	D
Incentive Stock Option⁽¹⁾	$15.107⁽¹²⁾							⁽³⁾	09/01/2005	Class A Common Stock	16,245		16,245⁽¹²⁾	D
Incentive Stock Option⁽⁷⁾	$10.583⁽¹²⁾	08/18/2003		M			6,101	⁽⁴⁾	08/06/2006	Class A Common Stock	6,101	$10.53	0⁽¹²⁾	D
Incentive Stock Option⁽⁷⁾	$16.4⁽¹²⁾							⁽⁸⁾	08/05/2007	Class A Common Stock	16,245		16,245⁽¹²⁾	D
Incentive Stock Option⁽⁷⁾	$11.916⁽¹²⁾	08/18/2003		M			12,380	⁽⁹⁾	08/11/2008	Class A Common Stock	12,380	$11.916	0⁽¹²⁾	D
Incentive Stock Option⁽⁷⁾	$12.441⁽¹²⁾	08/18/2003		M			14,852	⁽¹¹⁾	08/10/2009	Class A Common Stock	14,852	$12.441	3,713⁽¹²⁾	D
Incentive Stock Option⁽⁷⁾	$11.375	08/18/2003		M			15,000	⁽¹³⁾	07/25/2010	Class A Common Stock	15,000	$11.375	10,000	D
Restricted Stock Unit⁽¹⁰⁾	$10							⁽⁵⁾	⁽⁶⁾	Class A Common Stock	8,012		8,012	D
Incentive Stock Option⁽⁷⁾	$15.45							⁽¹⁴⁾	08/20/2011	Class A Common Stock	25,000		25,000	D
Restricted Stock Unit⁽¹⁰⁾	$9.3667							⁽⁵⁾	⁽⁶⁾	Class A Common Stock	5,622		5,622	D
Incentive Stock Option⁽⁷⁾	$15.75							⁽¹⁵⁾	07/24/2012	Class A Common Stock	25,000		25,000	D
Restricted Stock Unit⁽¹⁰⁾	$10.51							⁽⁵⁾	⁽⁶⁾	Class A Common Stock	18,761		18,761	D
Incentive Stock Option⁽⁷⁾	$17.5							⁽¹⁶⁾	08/06/2013	Class A Common Stock	25,000		25,000	D

Explanation of Responses:

1. Options granted pursuant to the Watts Industries, Inc. 1986 Incentive Stock Option Plan in a transaction exempt under Rule 16b-3 promulgated under the Exchange Act.

2. 16,245 shares currently exercisable.

3. 16,245 shares are currently exercisable.

4. 6,101 shares are currently exercisable.

5. Restricted Stock Units (RSUs) vest three years from the date of award and entitle the owner to one share of Class A Common Stock for each vested RSU on such date or a later date if a deferral period was selected by such owner.

6. All or a portion of the non-vested RSUs will be canceled in the event of termination of employment, death or permanent disability.

7. Granted pursuant to the Watts Industries, Inc. 1996 Stock Option Plan in a transaction exempt from Section 16b of the Exchange Act.

8. 3,249 shares exercisable on August 5th in each of 1998, 1999, 2000, 2001 and 2002.

9. 2,476 shares exercisable on August 11th in each of 1999, 2000, 2001, 2002, and 2003.

10. Awarded pursuant to the Watts Industries, Inc. Management Stock Purchase Plan in a transaction exempt under Rule 16b-3(d) promulgated under the Exchange Act. RSUs are awarded in lieu of all or a portion of the reporting person's annual bonus at the reporting person's election at a price equal to 67% of the fair market value of the Class A Common Stock on the date of award.

11. 3,713 shares exercisable on each of August 10th, 2000, 2001, 2002, 2003 and 2004.

12. The number of shares underlying options and exercise prices and the number of shares underlying Restricted Stock Units (RSUs) and the price of such RSUs were adjusted equally for all of the Company's Class A Common Stock to reflect the Company's spin-off of CIRCOR International, Inc. on October 18, 1999. Shareholders of the Company received a dividend of one share of common stock in CIRCOR for every two shares of Company common stock. The dividend and options/RSUs adjustment are exempt in accordance with Rule 16a-9(a) under the Exchange Act.

13. 5,000 shares exercisable on each of July 25, 2001, 2002, 2003, 2004, and 2005.

14. 5,000 shares exercisable on each of August 20, 2002, 2003, 2004, 2005, and 2006.

15. 5,000 shares are exercisable on each July 24, 2003, 2004, 2005, 2006 and 2007.

16. 5,000 shares are exercisable on each August 6, 2004, 2005, 2006, 2007 and 2008.

17. Shares acquired pursuant to cashless exercise of stock options.

	Ronald W. Gorski, By Power of Attorney (Copy Attached)	08/18/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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