WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2016

Jan 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2016-01-08

Reporting Person: HAYEK JOSEPH B (VP Mergers & Acquisitions)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-08	Phantom Stock	$	A	2	Acquired		common shares (2)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	8524	Direct

Footnotes

F1: The accounts track common shares on a one-for-one basis

F2: Prior to October 1, 2014, the account balances related to the theoretical Company common share investment option which could be immediately transferred to other investment options under the terms of the deferred compensation plan.

F3: The Company amended its Amended and Restated 2005 Deferred Compensation Plan (the "Plan") effective October 1, 2014. The amendment included 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.

F4: Amount shown reflects additional theoretical common shares (i.e. phantom stock) which were credited pursuant to the dividend reinvestment feature of Worthington Industries, Inc.'s Deferred Compensation Plan.