WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2017

Sep 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2017-09-27

Reporting Person: KARMANOS PETER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-27	Common Shares	A	2400	$0.00	Acquired	131216	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-27	Phantom Stock	$	A	1978	Acquired		common shares (1978)	Direct

Footnotes

F1: An award of restricted stock was granted pursuant to the Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors. The restricted stock will vest on the earlier to occur of (1) the first anniversary of the grant date (September 27, 2018); or (2) the date on which the next Annual Meeting of Shareholders of Worthington Industries, Inc. is held.

F2: The accounts track common shares on a one-for-one basis.

F3: Prior to October 1, 2014, the account balances related to the theoretical common shares could be immediately transferred to other investment options under the terms of the deferred compensation plans.

F4: The Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors, as amended (the "Plan"), provides 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 the leaving the Company's Board of Directors.

F5: The amount shown reflects additional theoretical common shares (i.e. phantom stock) which were credited pursuant to the dividend reinvestment feature of the Plan since the date on which the amount of theoretical common shares credited pursuant to dividend reinvestment under the Plan was last updated in the reporting person's Form 4/A filed October 3, 2016.