WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2012

Jun 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2012-06-26

Reporting Person: MCCONNELL JOHN P/OH (Director, Chairman/Chief Exec Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-26	Common Shares	A	33523	$0.00	Acquired	1274731	Direct
2012-06-26	Common Shares	F	11717	$17.24	Disposed	1263014	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	12415982	Indirect
Common Shares	2428312	Indirect
Common Shares	22593	Indirect
Common Shares	29255	Indirect
Common Shares	25144	Indirect
Common Shares	4204	Indirect
Common Shares	3444	Indirect
Common Shares	118000	Indirect
Common Shares	255875	Indirect
Common Shares	22006	Indirect

Footnotes

F1: A long-term performance share award was granted on 6-1-2009 pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. Common Shares were to be earned based on the level of achievement of specified performance objectives over the three-year period ended May 31, 2012. On June 26, 2012, the Compensation Committee of the Company's Board of Directors met and approved the payout of the reported common shares based on the performance of the Company for the three year period ended May 31, 2012.

F2: These Common Shares are held of record by JDEL, Inc., a Delaware corporation ("JDEL"). JDEL is a wholly-owned sbusidiary of JMAC, Inc., a private investment company substantially owned, directly or indirectly, by John P. McConnell and certain entities with whom John P. McConnell is affiliated.

F3: The account is enrolled in the Company's dividend reinvestment plan and the amount listed is the most up-to-date information available.

F4: Amount listed is the most up-to-date information available regarding holdings in the Company Plan Fund which invests in Common Shares of the Company.