WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2014

Jun 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2014-06-24

Reporting Person: ROSE B ANDREW (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-24	Common Shares	A	12268	$0.00	Acquired	437439	Direct
2014-06-24	Common Shares	F	6376	$42.35	Disposed	431063	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1187	Indirect
Common Shares	10665	Indirect
Common Shares	10665	Indirect

Footnotes

F1: A long-term performance share award was granted on 6-1-2011 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, 2014. On June 24, 2014, 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, 2014.

F2: Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.