Sec Form 13D Filing - MCCONNELL JOHN P filing for Worthington Industries, Inc. (WOR) - 2025-04-10

JMAC, Inc.200 West Nationwide BoulevardColumbus, Ohio 43215

Mr. McConnell formerly served as a director and the Chairman of the Board of Worthington Enterprises, an industrial manufacturing company. The address of the principal executive offices of Worthington Enterprises is 200 West Old Wilson Bridge Road, Columbus, OH 43085.

During the last five years, Mr. McConnell has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, Mr. McConnell has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

United States of America

Please see Item 4 and Item 5 of this Schedule 13D/A.

On May 12, 2008, Mr. McConnell filed his initial Schedule 13D to report that he had become the beneficial owner (for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of more than five percent of the outstanding Common Shares of Worthington Industries.On January 29, 2010, Mr. McConnell filed Amendment No. 1 to Schedule 13D to report that, in connection with the sale by Mr. McConnell of Common Shares of Worthington Industries in a series of open market transactions, Mr. McConnell's beneficial ownership of the outstanding Common Shares had decreased by more than one percent.On January 20, 2011, Mr. McConnell filed Amendment No. 2 to Schedule 13D to update his holdings of Common Shares of Worthington Industries and to report that, in connection with a decrease in the aggregate number of outstanding Common Shares, Mr. McConnell's beneficial ownership of the outstanding Common Shares had increased by more than one percent.On May 12, 2011, Mr. McConnell filed Amendment No. 3 to Schedule 13D to update his holdings of Common Shares of Worthington Industries and to report that, in connection with a decrease in the aggregate number of outstanding Common Shares, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased by more than one percent.On February 10, 2012, Mr. McConnell filed Amendment No. 4 to Schedule 13D to update his holdings of Common Shares of Worthington Industries as a result of the sale by the Estate of John H. McConnell, as to which Mr. McConnell served as a co-executor, of Common Shares, in open market sales, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased.On February 13, 2013, Mr. McConnell filed Amendment No. 5 to Schedule 13D to update his holdings of Common Shares of Worthington Industries and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased.On July 3, 2014, Mr. McConnell filed Amendment No. 6 to Schedule 13D to update his holdings of Common Shares of Worthington Industries, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased.On June 9, 2015, Mr. McConnell filed Amendment No. 7 to Schedule 13D to update his holdings of Common Shares of Worthington Industries, and to report that, in connection with a decrease in the aggregate number of outstanding Common Shares, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased by more than one percent; as well as to report that as part of Mr. McConnell's indirect ownership, Common Shares previously held by JDEL, Inc. were transferred to JMAC, Inc., a private investment company substantially owned, directly or indirectly, by Mr. McConnell and members of his family, as a result of the merger, effective at 11:59 p.m., Eastern Daylight Time, on April 30, 2015, of JDEL, Inc. with and into JMAC, Inc., with JMAC, Inc. being the surviving entity of the merger. The directors of JMAC, Inc. have granted Mr. McConnell sole voting and dispositive power with respect to these Common Shares.On March 24, 2016, Mr. McConnell filed Amendment No. 8 to Schedule 13D to update his holdings of the Common Shares of Worthington Industries, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased.On July 9, 2018, Mr. McConnell filed Amendment No. 9 to Schedule 13D to update his holdings of the Common Shares of Worthington Industries, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased.On April 1, 2020, Mr. McConnell filed Amendment No. 10 to Schedule 13D to update his holdings of the Common Shares of Worthington Industries, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased.On April 12, 2021, Mr. McConnell filed Amendment No. 11 to Schedule 13D to update his holdings of the Common Shares of Worthington Industries, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased.On November 12, 2021, Mr. McConnell filed Amendment No. 12 to Schedule 13D to update his holdings of the Common Shares of Worthington Industries, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased.On May 5, 2022, Mr. McConnell filed Amendment No. 13 to Schedule 13D to update his holdings of the Common Shares of Worthington Industries, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased.On May 3, 2023, Mr. McConnell filed Amendment No. 14 to Schedule 13D to update his holdings of the Common Shares of Worthington Industries, and to report that Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had decreased.On April 5, 2024, Mr. McConnell filed Amendment No. 15 to Schedule 13D to update his holdings of the Common Shares of Worthington Industries, and to report that Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had decreased.Mr. McConnell is voluntarily filing this Amendment No. 16 to Schedule 13D to update his holdings of the Common Shares of Worthington Enterprises. Since his Amendment No. 15 to Schedule 13D was filed on April 5, 2024, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares has increased by less than one percent.Mr. McConnell served as a director of Worthington Enterprises from 1990 until his retirement in 2023. During that time, Mr. McConnell's ownership of the Common Shares of Worthington Enterprises has been publicly reported on Forms 3 and 4 filed with the Securities and Exchange Commission (the "Commission"), and has been disclosed annually in Worthington Enterprises' definitive proxy statements filed with the Commission and made available to the shareholders of Worthington Enterprises.Although Mr. McConnell has not formulated any current plans or proposals relating to securities of Worthington Enterprises other than as described in this Schedule 13D/A, he may from time to time acquire or dispose of Common Shares and/or other securities of Worthington Enterprises if and when he deems it appropriate. Mr. McConnell may formulate other plans or proposals relating to securities of Worthington Enterprises to the extent deemed advisable in light of general market and economic conditions, investment policies, the prospects of Worthington Enterprises and various other factors.

As of April 4, 2025, Mr. McConnell had beneficial ownership of 17,385,953 Common Shares of Worthington Enterprises (34.7% of the Common Shares of Worthington Enterprises outstanding as of April 4, 2025), including 226,145 Common Shares that Mr. McConnell has the right to acquire upon the exercise of stock options which are currently exercisable or will first become exercisable within 60 days of April 4, 2025. The percent of the outstanding Common Shares is based upon the sum of (i) 49,917,226 Common Shares of Worthington Enterprises outstanding as of April 4, 2025 and (ii) 226,145 Common Shares that Mr. McConnell has the right to acquire upon the exercise of stock options which are currently exercisable or will first become exercisable within 60 days of April 4, 2025. Please see the footnotes to Item 5(b) below for information regarding Mr. McConnell's beneficial ownership of the Common Shares.

Number of Common Shares of Worthington Enterprises as to which Mr. McConnell has:(i) Sole power to vote or to direct the vote: 14,385,048 (1)(ii) Shared power to vote or to direct the vote: 174,593 (2)(iii) Sole power to dispose or to direct the disposition of: 14,385,048 (1)(iv) Shared power to dispose or to direct the disposition of: 3,000,905 (2) (3)(1)Includes 226,145 Common Shares which Mr. McConnell has the right to acquire upon the exercise of stock options which are currently exercisable or will first become exercisable within 60 days of April 4, 2025. As of April 4, 2025, all of the stock options covering these 226,145 Common Shares were in-the-money.Includes 25,225 Common Shares held in the Worthington Industries, Inc. Deferred Profit Sharing Plan.Includes 12,415,982 Common Shares held of record by JMAC, Inc., an Ohio corporation ("JMAC"). The directors of JMAC have granted Mr. McConnell sole voting power and sole dispositive power with respect to these 12,415,982 Common Shares. JMAC has the right to receive the dividends from, and the proceeds from the sale of, such 12,415,982 Common Shares.Includes 8,173 Common Shares held by Mr. McConnell as custodian for his son.Includes 118,000 Common Shares held by The McConnell Family Trust of which Mr. McConnell is co-trustee and has sole voting power and sole dispositive power.Includes 255,875 Common Shares held by the Margaret R. McConnell Trust f/b/o Margaret Kollis of which Mr. McConnell is trustee and has sole voting power and sole dispositive power.(2)Includes 123,000 Common Shares held in The McConnell Educational Foundation for the benefit of third parties of which Mr. McConnell is one of three trustees and shares voting power and shares dispositive power. Mr. McConnell disclaims beneficial ownership of these 123,000 Common Shares.Includes 7,343 Common Shares held by Mr. McConnell's wife as custodian for her son. For purposes of Rule 13d-3 under the Exchange Act, Mr. McConnell may be deemed to hold shared voting power and shared dispositive power over such 7,343 Common Shares.Includes 44,250 Common Shares held in the McConnell 2020 LAE Trust, an irrevocable trust for the benefit of the son of Mr. McConnell's wife as to which she serves as the trustee. For purposes of Rule 13d-3 under the Exchange Act, Mr. McConnell may be deemed to hold shared voting power and shared dispositive power over such 44,250 Common Shares.(3)Includes 2,428,312 Common Shares held by an independent corporate trustee in trust for the benefit of Mr. McConnell and his sister. The independent corporate trustee has voting power and dispositive power over such Common Shares; however, the trustee's investment decisions are subject to the prior approval or disapproval of Mr. McConnell and, accordingly, Mr. McConnell may be deemed to "share" dispositive power with the independent corporate trustee. Mr. McConnell has the right to change the trustee; however, any successor trustee appointed by Mr. McConnell must be an independent corporate trustee.Includes an aggregate of 398,000 Common Shares held in four separate irrevocable trusts (with each irrevocable trust holding 99,500 Common Shares), with each such irrevocable trust having the same independent individual trustee who is not related to Mr. McConnell. The independent individual trustee has voting power and dispositive power over such Common Shares; however, Mr. McConnell has the right to reacquire assets of each trust by substituting property of an equivalent value. Accordingly, Mr. McConnell may be deemed to "share" dispositive power with the independent individual trustee.

Not applicable.

As described in Item 5(b) above, Mr. McConnell may be deemed to beneficially own certain Common Shares of Worthington Enterprises that are held of record by other persons. In such instances, such other persons may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Shares. With respect to record owners of more than five percent of the Common Shares of Worthington Enterprises, as described in Item 5(b) above, JMAC, Inc. has the right to receive the dividends from and the proceeds from the sale of the 12,415,982 Common Shares (24.9% of the Common Shares outstanding as of April 4, 2025) that are held of record by JMAC, Inc. and included in Mr. McConnell's beneficial ownership within this Schedule 13D/A.

Not applicable.

Please see Item 5(b) of this Schedule 13D/A for a description of Mr. McConnell's voting power and dispositive power with respect to the Common Shares of Worthington Enterprises.Except as set forth in this Schedule 13D/A, Mr. McConnell does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Worthington Enterprises, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Not applicable.