WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2014

Dec 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2014-12-24

Reporting Person: BILLMAN ANDREW J (Pres., Worthington Cylinders)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-24	Phantom Stock, acquired under deferred compensation plan	$	A	19	Acquired		common shares (19)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	54367	Direct
Common Shares	574	Indirect

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: The account tracks common shares on a one-for-one basis.

F3: Prior to October 1, 2014, the account balances related to the theoretical Company common share investment option could be immediately transferred to other investment options under the terms of the deferred compensation plan.

F4: The Company amended its Amended and Restated 2005 Deferred Compensation Plan (the "Plan") effective October 1, 2014. The amendment includes a provision that effective October 1, 2014 and thereafter, any amount credited in a participant's account to the phantom stock fund (i.e. theoretical Company common shares deemed investment option) may not be transferred to an alternative deemed investment option under the Plan until distribution from the Plan. Distributions are made only in common shares of the Company and generally commence upon leaving the Company.