WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2016

Mar 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2016-03-03

Reporting Person: MCCONNELL JOHN P/OH (Director, Chairman/Chief Exec Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-03	Common Shares	M	130000	$18.17	Acquired	1708034	Direct
2016-03-03	Common Shares	F	96409	$33.91	Disposed	1611625	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-03	Employee Non-Qualified Stock Option (right to buy)	$18.17	M	130000	Disposed	2016-06-01	common shares (130000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	12415982	Indirect
Common Shares	2428312	Indirect
Common Shares	6151	Indirect
Common Shares	5392	Indirect
Common Shares	118000	Indirect
Common Shares	255875	Indirect
Common Shares	24755	Indirect

Footnotes

F1: The reported common shares were withheld from those which would have otherwise been issued upon exercise of the option, in order to pay the exercise price for the common shares acquired upon exercise of the option and the related withholding taxes.

F2: The account is enrolled in the Issuer's dividend reinvestment plan and the amount listed includes the number of common shares reflected in the most up-to-date information available.

F3: Amount listed is the most up-to-date information available regarding holdings in the Worthington Industries, Inc. Deferred Profit Sharing Plan Fund which invests in common shares of the Issuer.

F4: This non-qualified stock option was granted out of the Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan and vested at 20% per year beginning on the first anniversary of the grant date, the date listed is the first day any portion of the option vested. This option was due to expire on June 1, 2016.