WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2012

Dec 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2012-12-11

Reporting Person: WELCH RICHARD G (Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-11	Common Shares	M	2000	$15.26	Acquired	19746	Direct
2012-12-11	Common Shares	S	1531	$23.67	Disposed	18215	Direct
2012-12-11	Common Shares	M	6000	$19.20	Acquired	24215	Direct
2012-12-11	Common Shares	S	5251	$23.67	Disposed	18964	Direct
2012-12-11	Common Shares	M	6000	$17.01	Acquired	24964	Direct
2012-12-11	Common Shares	S	4885	$23.67	Disposed	20079	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-11	Employee Stock Option (Right to Purchase)	$15.26	M	2000	Disposed	2013-06-01	common shares (2000)	Direct
2012-12-11	Employee Stock Option (Right to Purchase)	$19.20	M	6000	Disposed	2014-05-31	common shares (6000)	Direct
2012-12-11	Employee Stock Option (Right to Purchase)	$17.01	M	6000	Disposed	2015-05-31	common shares (6000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock, acquired under deferred compensation plan	$		common shares (90)	3565	Direct

Footnotes

F1: This option was granted out of the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan and vests at 20% per year beginning on the first anniversary of the grant date. Date listed is the first day any portion of the option will vest. Additional portions of 20% of the option vest annually on 06/01/2005, 06/01/2006, 06/01/2007, and 06/01/2008.

F2: This option was granted out of the Worthington Industries, Inc. 2003 Stock Option Plan and vests at 20% per year beginning on the first anniversary of the grant date. Date listed is the first day any portion of the option will vest. Additional portions of 20% of the option vest annually on 06/01/2006, 06/01/2007, 06/01/2008 and 06/01/2009.

F3: This option was granted out of the Worthington Industries, Inc. 2003 Stock Option Plan and vests at 20% per year beginning on the first anniversary of the grant date. Date listed is the first day any portion of the option will vest. Additional portions of 20% of the option vest annually on 06/01/2007, 06/01/2008, 06/01/2009 and 06/01/2010.

F4: The accounts track common shares on a one-for-one basis

F5: 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.

F6: These are unfunded accounts under Worthington Industries, Inc.'s deferred compensation plan invested in phantom stock. Distributions are made only in cash, and generally commence upon retirement or other termination of employment.

F7: The amount shown reflects additional theoretical common shares (i.e. phantom stock) credited pursuant to the dividend reinvestment feature of Worthington Industries, Inc.'s Deferred Compensation Plan