WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2012

Jun 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2012-06-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-01	Common Shares	M	200000	$15.15	Acquired	1435225	Direct
2012-06-01	Common Shares	F	194017	$15.88	Disposed	1241208	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-01	Employee Stock Option (Right to Purchase)	$15.15	M	200000	Disposed	2012-06-02	common shares (200000)	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	21977	Indirect

Footnotes

F1: 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.

F2: The account is enrolled in the Company's dividend reinvestment plan and the amount listed is the most up-to-date information available.

F3: 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.

F4: This non-qualified stock option was granted out of the Worthington Industries, Inc. 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.

F5: This option has an expiration date of 6/2/12