WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2018

Apr 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2018-04-13

Reporting Person: RUSSELL MARK A (Pres/COO, Worthington Industri)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-13	Phantom stock	$	A	49	Acquired		Common Shares (49)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	336532	Direct
Common Shares	17900	Indirect

Footnotes

F1: Amount listed is the most up-to-date information available regarding holdings in the Company Stock Fund under the Worthington Industries, Inc. Deferred Profit Sharing Plan and is based on a plan statement as of 4/16/2018.

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 Company common share investment option could be immediately transferred to other investment options under the terms of the deferred compensation plan.

F4: The Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan, 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 leaving employment with the Company.

F5: The amount shown reflects additional theoretical common shares (i.e. phantom stock) which were credited pursuant to the dividend reinvestment feature of the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan.