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WORTHINGTON ENTERPRISES, INC. Director's Dealing 2006

Sep 28, 2006

31320_dirs_2006-09-28_0d335779-6900-4581-97fe-fea852138931.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2006-09-26

Reporting Person: RIBEAU SIDNEY A (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-09-27 Common Shares A 1300 $0.00 Acquired 5300 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-09-27 Non-Qualified Stock Option (right to buy) $17.23 A 5000 Acquired 2016-09-26 common shares (5000) Direct
2006-09-26 Phantom Stock $ A 159 Acquired common shares (159) Direct
2006-09-27 Phantom Stock $ A 2698 Acquired common shares (2698) Direct

Footnotes

F1: An award of restricted stock was granted pursuant to the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors. The restricted stock will vest on the earlier to occur of (1) the first anniversary of the grant date (September 27, 2006); or (2) the date on which the next Annual Meeting of Shareholders of Worthington Industries, Inc. is held, unless a previous deferral election has been made.

F2: This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors and will become vested and fully exercisable on the first to occur: (i) the first anniversary of the grant date (September 27, 2006) or (ii) the date of the next Annual Meeting of Shareholders of Worthington Industries, Inc. following the grant date.

F3: The accounts track common shares on a one-for-one basis

F4: The account balances related to the theoretical common shares may be immediately transferred to other investment options under the terms of the deferred compensation plans.

F5: The amounts reported represent unfunded theoretical common shares (i.e., phantom stock) credited to the accounts of the reporting person under Worthington Industries, Inc.'s Deferred Compensation Plan for Directors. Distributions are made only in cash, and generally commence upon leaving the Company's Board of Directors.