| 1. Name and Address of Reporting Person * |
| REDSTONE SUMNER M |
|
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 |
__X__ 10% Owner |
| _____ Officer (give title below) |
_____ Other (specify below) |
|
|
|
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2005 |
|
|
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
|
|
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) |
| Code |
V |
Amount |
(A) or (D) |
Price |
|
Common Stock
|
09/15/2005 |
|
J(1)(2)(3)
|
|
100,000
|
D
|
$
27.88
|
800,000
|
D
|
|
|
Common Stock
|
|
|
|
|
|
|
|
3,483,900
|
I
|
By National Amusements, Inc.
|
|
Common Stock
|
|
|
|
|
|
|
|
7,900
|
I
|
By Spouse
(6)
|
|
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 |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Share Forward Transaction
|
(1)
(2)
(3)
|
09/15/2005 |
|
X(4)
|
|
|
0.167
(1)
(2)
(3)
|
(5)
|
(5)
|
Common Stock
|
100,000
|
$
33.29
|
0.6667
|
D
|
|
| * |
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) |
This Report on Form 4 relates to the partial settlement of a share forward transaction (the "Forward Transaction") that the Reporting Person entered into on June 29, 2004 (the "Trade Date") with an unrelated third party (the "Buyer") and with respect to which the Reporting Person filed a Form 4 with the SEC on July 1, 2004. The Forward Transaction covered an aggregate of 600,000 shares of the Issuer and is to be settled in 6 equal tranches, each relating to 100,000 shares (each such amount, the "Reference Amount" for the relevant settlement date). The Forward Transaction specifies a "Contingency Price" of $33.29 per share and a "Forward Floor Price" of $21.62 per share. On each settlement date, the Reporting Person, unless he has elected cash settlement as described in the following sentence, will deliver to Buyer: (i) if the "Settlement Price" (a market-based price as determined under the terms of the Forward Transaction) for such settlement date is greater than the |
| (2) |
Contingency Price, a number of shares equal to the Reference Amount; and (ii) if the Settlement Price is less than or equal to the Contingency Price, a number of shares equal to the Reference Amount plus an additional number of shares (the "Contingently Cash-Settled Delivery Amount") equal to (a) the Reference Amount multiplied by (b) the lesser of (x) the Contingency Price minus the Settlement Price and (y) the excess of the Contingency Price over the Forward Floor Price, divided by (c) the Settlement Price (except that if the Settlement Price is less than or equal to $10.00, the Reporting Person shall deliver the Reference Amount of shares and make a cash payment to the Buyer in respect of the Contingently Cash-Settled Delivery Amount). In lieu of delivering shares, the Reporting Person may elect cash settlement for any tranche. The Reporting Person received a prepayment from Buyer in the amount of $19,974,000 within 3 business days of the Trade Date, which proceeds the |
| (3) |
Reporting Person used for investment purposes. Pursuant to the foregoing arrangements, the Reporting Person will deliver to the Buyer 100,000 shares of Common Stock and to make a cash payment of $541,000 within 3 business days of September 14,2005, in connection with the settlement of the second tranche of the Forward Transaction. As a result of the above transation, codes S and K also apply to the transaction reported herein |
| (4) |
Transaction Code K also applies to this transaction reported herein. |
| (5) |
The Transaction will be settled in six equal tranches of 100,000 shares of Common Stock three business days after each of the following: September 8, 2005, September 15, 2005, September 22, 2005, October 6, 2005, October 13, 2005 and October 20, 2005. |
| (6) |
Reporting Person(RP) disclaims beneficial Ownership of 7,900 shares owned by his wife at time of marriage. This report shall not be deemed an admission that RP is beneficial owner of such securities for purposes of Section 16 or for any other reasons |