Sec Form 4 Filing - WELCH RICHARD G @ WORTHINGTON INDUSTRIES INC - 2012-12-11

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 WELCH RICHARD G 2. Issuer Name and Ticker or Trading Symbol WORTHINGTON INDUSTRIES INC [ WOR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Controller (Last) (First) (Middle) 200 OLD WILSON BRIDGE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/11/2012 (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 12/11/2012 M 2,000 A $ 15.26 19,746 D Common Shares 12/11/2012 S 1,531 D $ 23.67 18,215 D Common Shares 12/11/2012 M 6,000 A $ 19.2 24,215 D Common Shares 12/11/2012 S 5,251 D $ 23.67 18,964 D Common Shares 12/11/2012 M 6,000 A $ 17.01 24,964 D Common Shares 12/11/2012 S 4,885 D $ 23.67 20,079 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transac tion 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 Employee Stock Option (Right to Purchase) $ 15.26 12/11/2012 M 2,000 06/02/2004( 1 ) 06/01/2013 common shares 2,000 $ 0 0 D Employee Stock Option (Right to Purchase) $ 19.2 12/11/2012 M 6,000 06/01/2005( 2 ) 05/31/2014 common shares 6,000 $ 0 0 D Employee Stock Option (Right to Purchase) $ 17.01 12/11/2012 M 6,000 06/01/2006( 3 ) 05/31/2015 common shares 6,000 $ 0 0 D Phantom Stock, acquired under deferred compensation plan ( 4 ) ( 5 ) ( 6 ) common shares 90 3,565 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WELCH RICHARD G 200 OLD WILSON BRIDGE ROAD COLUMBUS, OH43085 Controller Signatures /s/Dale T. Brinkman, as attorney-in-fact for Richard G. Welch 12/12/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option was granted out of the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan and vests at 20% per year beginning on the first anniversary of the grant date. Date listed is the first day any portion of the option will vest. Additional portions of 20% of the option vest annually on 06/01/2005, 06/01/2006, 06/01/2007, and 06/01/2008. ( 2 )This option was granted out of the Worthington Industries, Inc. 2003 Stock Option Plan and vests at 20% per year beginning on the first anniversary of the grant date. Date listed is the first day any portion of the option will vest. Additional portions of 20% of the option vest annually on 06/01/2006, 06/01/2007, 06/01/2008 and 06/01/2009. ( 3 )This option was granted out of the Worthington Industries, Inc. 2003 Stock Option Plan and vests at 20% per year beginning on the first anniversary of the grant date. Date listed is the first day any portion of the option will vest. Additional portions of 20% of the option vest annually on 06/01/2007, 06/01/2008, 06/01/2009 and 06/01/2010. ( 4 )The accounts track common shares on a one-for-one basis ( 5 )The account balances related to the theoretical common shares may be immediately transferred to other investment options under the terms of the deferred compensation plans. ( 6 )These are unfunded accounts under Worthington Industries, Inc.'s deferred compensation plan invested in phantom stock. Distributions are made only in cash, and generally commence upon retirement or other termination of employment. ( 7 )The amount shown reflects additional theoretical common shares (i.e. phantom stock) credited pursuant to the dividend reinvestment feature of Worthington Industries, Inc.'s Deferred Compensation Plan

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