WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2012

Sep 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2012-09-25

Reporting Person: ENDRES MICHAEL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-27	Common Shares	A	2400	$0.00	Acquired	79400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-25	Phantom Stock	$	A	66	Acquired		common shares (66)	Direct
2012-09-26	Phantom Stock	$	A	2521	Acquired		common shares (2521)	Direct
2012-09-27	Non-Qualified Stock Option (Right to buy)	$22.06	A	8000	Acquired	2022-09-26	common shares (8000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	10000	Indirect

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, 2013); 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: The accounts track common shares on a one-for-one basis

F3: 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.

F4: 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.

F5: 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, 2013) or (ii) the date of the next Annual Meeting of Shareholders of Worthington Industries, Inc. following the grant date.