WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2012

Apr 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2012-03-30

Reporting Person: Stoe George P (President & COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-30	Phantom Stock, acquired under deferred compensation plan	$	A	1306	Acquired		common shares (1306)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3337	Direct
Common Shares	4797	Indirect

Footnotes

F1: The account is enrolled in the Company's dividend reinvestment plan and the amount listed is the most up-to-date information available.

F2: 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.

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 1358 additional 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.