WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2017

Jul 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2017-06-29

Reporting Person: WELCH RICHARD G (Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-29	Common Shares	A	1200	$0.00	Acquired	28567	Direct
2017-06-30	Common Shares	A	462	$0.00	Acquired	29029	Direct
2017-06-30	Common Shares	F	162	$50.22	Disposed	28867	Direct
2017-06-30	Common Shares	F	383	$50.22	Disposed	28484	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-29	Common Shares	$47.76	A	1200	Acquired	2027-06-29	Common Shares (1200)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Shares (5661)	5661	Direct

Footnotes

F1: This is a voluntary filing to disclose a transaction involving a gift of securities by the Reporting Person to a charity.

F2: An award of restricted stock was granted pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. The restricted stock will vest on the third anniversary of the grant date (6/29/2020).

F3: A long-term performance share award was granted on June 1, 2014 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, 2017. On June 28, 2017, 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, 2017.

F4: Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.

F5: 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 6/30/2019 and 06/30/2020.

F6: The accounts track common shares on a one-for-one basis

F7: Prior to October 1, 2014, the account balances related to the theoretical common shares investment option could be immediately transferred to other investment options under the terms of the deferred compensation plans.

F8: 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 on the Company and generally commence upon leaving the Company.

F9: The amount shown reflects additional theoretical common shares (i.e. phantom stock) credited pursuant to the dividend reinvestment feature of Worthington Industries, Inc.'s Deferred Compensation Plan