FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ANDERSON KERRII B
2. Issuer Name and Ticker or Trading Symbol

WORTHINGTON INDUSTRIES INC [ WOR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

200 OLD WILSON BRIDGE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

1/30/2015
(Street)

COLUMBUS, OH 43085
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares   1/30/2015     P    67   (1) A $29.946   55957   D    
Common Shares                  436   I   By Spouse  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock     (2)                    (3)   (4) common shares   35     3185   (5) D    

Explanation of Responses:
( 1)  Upon review of Ms. Anderson's account with her broker, it was found that an oversight occurred when an acquisition of 67 common shares were purchased on January 30, 2015 but not reported until now. Ms. Anderson did not dispose of any Company common shares within six months of this purchase.
( 2)  The accounts track common shares on a one-for-one basis
( 3)  Prior to October 1, 2014, the account balance related to the theoretical Company common shares deemed investment option could be immediately transferred to other deemed investment options under the terms of the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (the "2005 Plan").
( 4)  The Company amended the 2005 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., the theoretical Company common shares deemed investment option) may not be transferred to an alternative deemed investment option under the 2005 Plan until distribution from the Plan. Distributions are made only in common shares of the Company and generally commence upon a participant's leaving the Company's Board of Directors.
( 5)  The amount reported reflects 35 additional unfunded theoretical common shares (i.e., phantom stock) credited to the reporting person's account pursuant to the dividend reinvestment feature of the 2005 Plan since September 24, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ANDERSON KERRII B
200 OLD WILSON BRIDGE ROAD
COLUMBUS, OH 43085
X



Signatures
/s/Dale T. Brinkman, as attorney-in-fact for Kerrii B. Anderson 1/8/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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