WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2013

Jan 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2013-01-04

Reporting Person: Lockard Matthew A (VP Corp Dev & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-04	Common Shares	M	10000	$19.20	Acquired	21271	Direct
2013-01-04	Common Shares	S	10000	$26.20	Disposed	11271	Direct
2013-01-04	Common Shares	M	10000	$17.01	Acquired	21271	Direct
2013-01-04	Common Shares	S	10000	$26.20	Disposed	11271	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-04	Employee Stock Option (Right to Purchase)	$19.20	M	10000	Disposed	2014-05-31	common shares (10000)	Direct
2013-01-04	Employee Stock Option (Right to Purchase)	$17.01	M	10000	Disposed	2015-05-31	common shares (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	10423	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock, acquired under deferred compensation plan	$		common shares (76)	2837	Direct

Footnotes

F1: 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.

F2: This non-qualified stock option was granted out of the Company's 2003 Stock Option Plan and vests at 20% per year. Date listed is the first day the options are available.

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 76 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.