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Form 4 WORTHINGTON INDUSTRIES For: Sep 30 Filed by: KARMANOS PETER

October 2, 2015 9:32 AM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
KARMANOS PETER

(Last) (First) (Middle)
ONE CAMPUS MARTIUS

(Street)
DETROIT MI 48226

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 09/30/2015   M   5,000 A $ 17.23 99,240 D  
Common Shares 09/30/2015   M   5,000 A $ 22.95 104,240 D  
Common Shares 09/30/2015   M   8,200 A $ 17.11 112,440 D  
Common Shares 09/30/2015   M   9,750 A $ 13.9 122,190 D  
Common Shares 09/30/2015   M   9,750 A $ 15.03 131,940 D  
Common Shares 09/30/2015   M   8,000 A $ 14.43 139,940 D  
Common Shares 09/30/2015   M   8,000 A $ 22.06 147,940 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 (1) 09/29/2015   A   536     (2)   (3) common shares 436 $ 25.9 77,818 (4) D  
Non-qualified stock option (right to buy) $ 17.23 09/30/2015   M     5,000 09/27/2007 (5) 09/27/2016 common shares 5,000 $ 0 0 D  
Non-qualified stock option (right to buy) $ 22.95 09/30/2015   M     5,000 09/26/2008 (5) 09/26/2017 common shares 5,000 $ 0 0 D  
Non-qualified stock option (right to buy) $ 17.11 09/30/2015   M     8,200 09/24/2009 (5) 09/24/2018 common shares 8,200 $ 0 0 D  
Non-qualified stock option (right to buy) $ 13.9 09/30/2015   M     9,750 09/30/2010 (5) 09/30/2019 common shares 9,750 $ 0 0 D  
Non-qualified stock option (right to buy) $ 15.03 09/30/2015   M     9,750 09/30/2011 (5) 09/30/2020 common shares 9,750 $ 0 0 D  
Non-qualified stock option (right to buy) $ 14.43 09/30/2015   M     8,000 09/29/2012 (5) 09/29/2021 common shares 8,000 $ 0 0 D  
Non-qualified stock option (right to buy) $ 22.06 09/30/2015   M     8,000 09/27/2013 (5) 09/27/2022 common shares 8,000 $ 0 0 D  
Explanation of Responses:
1. The accounts track common shares on a one-for-one basis
2. 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.
3. The Company amended the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (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 of the Company and generally commence upon the leaving the of the Company's Board of Directors.
4. The amount shown reflect 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 for Directors
5. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors and will become vested and fully exercisable on the first to occur: (i) the first anniversary of the grant date or (ii) the date of the next Annual Meeting of Shareholders of Worthington Industries, Inc. following the grant date.
/s/Dale T. Brinkman, as attorney-in-fact for Peter Karmanos, Jr. 10/02/2015
** 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 Number.


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