WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2016

Jul 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2016-06-30

Reporting Person: GILMORE GEOFFREY G (President-Worthington Cylinder)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-30	Common shares	A	8000	$0.00	Acquired	62365	Direct
2016-06-30	Common shares	A	2339	$0.00	Acquired	64704	Direct
2016-06-30	Common shares	F	1156	$42.30	Disposed	63548	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-30	Non-Qualified Stock Option (Right to acquire)	$42.30	A	7500	Acquired	2026-06-30	common shares (7500)	Direct

Footnotes

F1: An award of restricted stock was granted pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan and vested on the third anniversary, i.e. June 28, 2016. Shares shown were withheld upon the vesting of such restricted shares in order to satisfy the reporting person's tax withholding obligation upon such vesting.

F2: A long-term performance share award was granted on June 1, 2013 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, 2016. On June 28, 2016, 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, 2016.

F3: Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.

F4: This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option will vest. Additional portions of 33.33% of the option vest annually on 06/26/2017 and 06/26/2018.