WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2012

Jul 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2012-06-29

Reporting Person: RUSSELL MARK A (President, Worthington Steel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-29	Common Shares	A	10000	$0.00	Acquired	215305	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-29	Phantom Stock, acquired under deferred compensation plan	$	A	78	Acquired		common shares (78)	Direct
2012-06-29	Employee Stock Option (Right to Purchase)	$20.47	A	50000	Acquired	2022-06-28	common shares (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	14173	Indirect

Footnotes

F1: An award of restricted stock was granted pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. The restricted stock will vest on the third anniversary of the grant date (6/30/2015).

F2: Amount reflects the most up-to-date information available regarding holdings in the Company Plan Fund which invests in Common Shares of the Company.

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: 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.

F6: The amount reported represents an additional 789 unfunded theoretical common shares (i.e., phantom stock) credited to participant's account pursuant to the dividend reinvestment feature of the Worthington Industries, Inc.'s Deferred Compensation Plans paid out 6/29/12

F7: This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option will vest. Additional portions of 33.33% of the option vest annually on 6/29/2014 and 6/29/2015. The last day to exercise out of this option grant is 6/28/2022.