0000950170-23-068362.txt : 20231205
0000950170-23-068362.hdr.sgml : 20231205
20231205185025
ACCESSION NUMBER: 0000950170-23-068362
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231201
FILED AS OF DATE: 20231205
DATE AS OF CHANGE: 20231205
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NELSON CARL A JR
CENTRAL INDEX KEY: 0001229316
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41830
FILM NUMBER: 231468046
MAIL ADDRESS:
STREET 1: 5000 TUTTLE CROSSING BOULEVARD
STREET 2: P.O. BOX 5000
CITY: DUBLIN
STATE: OH
ZIP: 43016-5555
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Worthington Steel, Inc.
CENTRAL INDEX KEY: 0001968487
STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310]
IRS NUMBER: 922632000
STATE OF INCORPORATION: OH
FISCAL YEAR END: 0531
BUSINESS ADDRESS:
STREET 1: 200 W. OLD WILSON BRIDGE ROAD
CITY: COLUMBUS
STATE: OH
ZIP: 43085
BUSINESS PHONE: 614-840-4995
MAIL ADDRESS:
STREET 1: 200 W. OLD WILSON BRIDGE ROAD
CITY: COLUMBUS
STATE: OH
ZIP: 43085
4
1
ownership.xml
4
X0508
4
2023-12-01
0001968487
Worthington Steel, Inc.
WS
0001229316
NELSON CARL A JR
100 OLD WILSON BRIDGE ROAD
COLUMBUS
OH
43085
true
false
false
false
false
Common Shares
2023-12-01
4
A
false
7428
A
97583
D
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.
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 Equity Incentive Plan for Non-Employee Directors 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. The WS Restricted Shares vest on the Issuer's annual meeting of shareholders in 2024.
Includes 90,155 of the Issuer's common shares received in connection with the Distribution in respect of WOR common shares held as of the Record Date.
/s/ Joseph Y. Heuer, as attorney-in-fact for Carl A. Nelson Jr.
2023-12-05