Edgar Filing: WMS INDUSTRIES INC /DE/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

McNicholas John

2. Issuer Name and Ticker or Trading Symbol
WMS INDUSTRIES INC /DE/ [WMS]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP, Controller & CAO

(Last)

(First)

(Middle)

C/O WMS INDUSTRIES INC., 800 S. NORTHPOINT BLVD.

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2008

(Street)

WAUKEGAN, IL 60085

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
Common Stock	09/18/2008		S		376	D	$ 31.47 ⁽¹⁾	1,131 ⁽²⁾	D
Common Stock	09/18/2008		A		1,741	A	$ 0	2,872 ⁽³⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 29.35

09/18/2008

4,876

⁽⁴⁾

09/18/2015

Common Stock

4,876

$ 0

4,876

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
McNicholas John C/O WMS INDUSTRIES INC. 800 S. NORTHPOINT BLVD. WAUKEGAN, IL 60085			VP, Controller & CAO

Signatures

/s/ John P. McNicholas, Jr.		09/22/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reporting person sold 4 shares at $31.01, 4 shares at $31.10, 4 shares at $31.18, 4 shares at $31.20, 4 shares at $31.22, 8 shares at $31.24, 9 shares at $31.30, 15 shares at $31.31, 8 shares at $31.33, 1 share at $31.35, 8 shares at $31.43, 35 shares at $31.44, 4 shares at $31.45, 47 shares at $31.47, 27 shares at $31.49, 12 shares at $31.50, 74 shares at $31,51, 35 shares at $31.52, 23 shares at $31.54, 31 shares at $31.64, 15 shares at $31.65, and 4 shares at $31.67 for an aggregate of 376 at an average price of $31.47 per share.
(2)	Includes 1,131 shares of restricted stock, restrictions on which will lapse on 377 shares on 9/19/2009, and 377 shares on each of 9/19/2010 and 9/19/2011.
(3)	Includes of 2,872 shares of restricted stock, restrictions on which will lapse on (a) 435 on each of 9/18/09, 9/18/10 and 9/18/11 and 436 shares on 9/18/12; and (b) 377 shares on 9/19/2009, and 377 shares on each of 9/19/2010 and 9/19/2011.
(4)	Vesting one-third each year on the anniversary of the grant date over three years.

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