Sec Form 4 Filing - MCCONNELL JOHN P/OH @ WORTHINGTON INDUSTRIES INC - 2012-01-25

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MCCONNELL JOHN P/OH
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
X __ Officer (give title below) _____ Other (specify below)
Chairman/Chief Exec Officer
(Last) (First) (Middle)
WORTHINGTON INDUSTRIES, INC., 200 OLD WILSON BRIDGE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
01/25/2012
(Street)
COLUMBUS, OH43085
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,235,225 D
Common Shares 12,415,982 ( 1 ) I By JDEL, Inc. ( 1 )
Common Shares 2,428,312 I By the Porter Rardin Trust f/b/o John P. McConnell and Margaret Kollis
Common Shares 22,584 ( 2 ) I As custodian for his son, J. H. McConnell, II ( 2 )
Common Shares 29,063 ( 2 ) I As custodian for his daughter, J.R. McConnell ( 2 )
Common Shares 25,144 ( 2 ) I As custodian for his son, P. W. McConnell ( 2 )
Common Shares 4,181 ( 2 ) I As custodian for his son, C.R.McConnell ( 2 )
Common Shares 3,428 ( 2 ) I By Spouse, Amy McConnell, as custodian for her son, Luke A. Edmonds ( 2 )
Common Shares 118,000 I By The McConnell Family Trust
Common Shares 255,875 I By The Margaret R. McConnell Trust f/b/o Margaret Kollis
Common Shares 21,191 ( 3 ) I By the Worthington Industries, Inc. Deferred Profit Sharing Plan ( 3 )
Common Shares 01/25/2012 S 50,000 D $ 19.1006 392,600 ( 4 ) I As Executor of the Estate of John H. McConnell ( 4 )
Common Shares 01/25/2012 S 16,366 D $ 19.032 376,234 ( 4 ) I As Executor of the Estate of John H. McConnell ( 4 )
Common Shares 01/25/2012 S 8,634 D $ 19.0098 367,600 ( 4 ) I As Executor of the Estate of John H. McConnell ( 4 )
Common Shares 01/25/2012 S 5,976 D $ 19.2054 361,624 ( 4 ) I As Executor of the Estate of John H. McConnell ( 4 )
Common Shares 01/26/2012 S 5,800 D $ 19.3666 355,824 ( 4 ) I As Executor of the Estate of John H. McConnell ( 4 )
Common Shares 01/26/2012 S 800 D $ 19.205 355,024 ( 4 ) I As Executor of the Estate of John H. McConnell ( 4 )
Common Shares 01/26/2012 S 10,100 D $ 19.1935 344,924 ( 4 ) I As Executor of the Estate of John H. McConnell ( 4 )
Common Shares 01/26/2012 S 4,632 D $ 19.0565 340,292 ( 4 ) I As Executor of the Estate of John H. McConnell ( 4 )
Common Shares 01/27/2012 S 8,480 D $ 19.064 331,812 ( 4 ) I As Executor of the Estate of John H. McConnell ( 4 )
Common Shares 01/27/2012 S 26,824 D $ 19.0083 304,988 ( 4 ) I As Executor of the Estate of John H. McConnell ( 4 )
Common Shares 01/27/2012 S 1,102 D $ 19.05 303,886 ( 4 ) I As Executor of the Estate of John H. McConnell ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCCONNELL JOHN P/OH
WORTHINGTON INDUSTRIES, INC.
200 OLD WILSON BRIDGE ROAD
COLUMBUS, OH43085
X Chairman/Chief Exec Officer
Signatures
/S/ Dale T. Brinkman, as attorney-in-fact for John P. McConnell 01/27/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These Common Shares are held of record by JDEL, Inc., a Delaware corporation ("JDEL"). JDEL is a wholly-owned sbusidiary of JMAC, Inc., a private investment company substantially owned, directly or indirectly, by John P. McConnell and certain entities with whom John P. McConnell is affiliated.
( 2 )The account is enrolled in the Company's dividend reinvestment plan and the amount listed is the most up-to-date information available.
( 3 )Amount listed is the most up-to-date information available regarding holdings in the Company Plan Fund which invests in Common Shares of the Company.
( 4 )These Common Shares are held in the Estate of John H. McConnell (the "Estate"). John P. McConnell is a co-executor and beneficiary of the Estate, and disclaims beneficial ownership of these Common Shares except to the extent of his pecuniary interest therein.

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