Worthington Enterprises Files 13D/A Amendment

TL;DR

Worthington Enterprises filed a 13D/A amendment today, looks like a routine update.

AI Summary

On April 5, 2024, Worthington Enterprises, Inc. filed an amendment (Amendment No. 15) to its Schedule 13D. This filing indicates a voluntary submission related to the company's common shares. The filing was made by John P. McConnell and Patrick J. Kennedy, both associated with the company's address at 200 West Old Wilson Bridge Road, Columbus, OH.

Why It Matters

This filing is an update to a significant ownership disclosure, potentially signaling changes in control or strategy for Worthington Enterprises.

Risk Assessment

Risk Level: low — This is a routine amendment to a Schedule 13D filing, not indicating any immediate adverse events.

Key Players & Entities

• WORTHINGTON ENTERPRISES, INC. (company) — Subject Company
• MCCONNELL JOHN P/OH (person) — Filing Party
• Patrick J. Kennedy (person) — Authorized Contact
• 200 W. OLD WILSON BRIDGE ROAD (location) — Company Address
• COLUMBUS, OH (location) — Company Address

FAQ

Filing Documents

• schedule_13da_-_jpm_2024.htm (SC 13D/A) — 75KB
• 0000950170-24-042101.txt ( ) — 76KB

. Security and Issuer

Item 1 . Security and Issuer . This Amendment No. 15 to Schedule 13D (this “Schedule 13D/A”) relates to the common shares, no par value (the “Common Shares”), of Worthington Enterprises, Inc., formerly known aa Worthington Industries, Inc., an Ohio corporation (“Worthington Enterprises”). The address of the principal executive offices of Worthington Enterprises is 200 West Old Wilson Bridge Road, Columbus, OH 43085.

. Identity and Background

Item 2 . Identity and Background . (a) Name of reporting person: John P. McConnell (referred to in this Schedule 13D/A as “Mr. McConnell”) (b) Business address of reporting person: JMAC, Inc. 200 West Nationwide Boulevard Columbus, Ohio 43215 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: 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. (d) During the last five years, Mr. McConnell has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) 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. (f) Citizenship of reporting person: United States of America

. Source and Amount of Funds or Other Consideration

Item 3 . Source and Amount of Funds or Other Consideration . Please see Item 4 and Item 5 of this Schedule 13D/A.

. Purpose of Transaction

Item 4 . Purpose of Transaction . 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 CUSIP No. 981811 10 2 13D/A Page 4 of 8 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 a

. Interest in Securities of the Issuer

Item 5 . Interest in Securities of the Issuer . (a) As of April 3, 2024, Mr. McConnell had beneficial ownership of 17,412,706 Common Shares of Worthington Enterprises (34.6% of the Common Shares of Worthington Enterprises outstanding as of April 3, 2024), including 252,898 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 3, 2024. The percent of the outstanding Common Shares is based upon the sum of (i) 50,085,798 Common Shares of Worthington Enterprises outstanding as of April 3, 2024 and (ii) 252,898 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 3, 2024. Please see the footnotes to Item 5(b) below for information regarding Mr. McConnell’s beneficial ownership of the Common Shares. (b) Number of Common Shares of Worthington Enterprises as to which Mr. McConnell has: (i) Sole power to vote or to direct the vote: 14,411,801 (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: 14,411,801 (1) (iv) Shared power to dispose or to direct the disposition of: 3,000,905 (2) (3) CUSIP No. 981811 10 2 13D/A Page 6 of 8 (1) Includes 252,898 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 3, 2024. As of April 3, 2024, all of the stock options covering these 252,898 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 dispositi

. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 . Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer . 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.

. Material to be Filed as Exhibits

Item 7 . Material to be Filed as Exhibits . Not applicable. [Remainder of page intentionally left blank; signature page follows] CUSIP No. 981811 10 2 13D/A Page 8 of 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date : April 5, 2024 /s/John P. McConnell John P. McConnell

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View this SC 13D/A filing on SEC EDGAR