Sec Form 4 Filing - BILLMAN ANDREW J @ WORTHINGTON INDUSTRIES INC - 2016-02-03

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 BILLMAN ANDREW J 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) Pres., Worthington Cylinders (Last) (First) (Middle) 200 OLD WILSON BRIDGE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2016 (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 02/03/2016 M 3,000 A $ 20.8 67,666 D Common shares 02/03/2016 S 3,000 D $ 29.5 64,666 D Common shares 02/03/2016 M 2,500 A $ 13.39 67,166 D Common shares 02/03/2016 S 2,500 D $ 29.5 64,666 D Common shares 02/03/2016 M 10,000 A $ 12.05 74,666 D Common shares 02/03/2016 S 10,000 D $ 29.5 64,666 D Common shares 02/03/2016 M 6,500 A $ 23.1 71,166 D Common shares 02/03/2016 S 6,500 D $ 29.5 64,666 D Common shares 02/03/2016 M 13,500 A $ 14.84 78,166 D Common shares 02/03/2016 S 13,500 D $ 29.5 64,666 D Common shares 02/03/2016 M 27,500 A $ 20.47 92,166 D Common shares 02/03/2016 S 27,500 D $ 29.5 64,666 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. 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 Non-qualified Stock Option (right to buy) $ 20.8 02/03/2016 M 3,000 12/03/2008( 1 ) 12/03/2017 common shares 3,000 $ 0 0 D Non-qualified Stock Option (right to buy) $ 13.39 02/03/2016 M 2,500 10/16/2010( 1 ) 10/16/2019 common shares 2,500 $ 0 0 D Non-qualified Stock Option (right to buy) $ 12.05 02/03/2016 M 10,000 07/02/2011( 2 ) 07/02/2020 common shares 10,000 $ 0 0 D Non-qualified Stock Option (right to buy) $ 23.1 02/03/2016 M 6,500 06/30/2012( 3 ) 06/30/2021 common shares 6,500 $ 0 0 D Non-qualified Stock Option (right to buy) $ 14.84 02/03/2016 M 13,500 09/02/2012( 4 ) 09/02/2021 common shares 13,500 $ 0 0 D Non-qualified Stock Option (right to buy) $ 20.47 02/03/2016 M 27,500 06/29/2013( 5 ) 06/29/2022 common shares 27,500 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BILLMAN ANDREW J 200 OLD WILSON BRIDGE ROAD COLUMBUS, OH43085 Pres., Worthington Cylinders Signatures /s/Dale T. Brinkman, as attorney-in-fact for Andrew J. Billman 02/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This non-qualified stock option was granted out of the Company's 2003 Stock Option Plan and vests at 20% per year. Date listed is the first day the options are available. ( 2 )This option was granted out of the Worthington Industries, Inc. 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 vested. ( 3 )This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option will vest. Additional portions of 33.33% of the option vest annually on 6/30/13 and 6/30/14. ( 4 )This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option will vest. Additional portions of 33.33% of the option vest annually on 09/02/2013 and 9/02/2014. ( 5 )This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option will vest. Additional portions of 33.33% of the option vest annually on 06/29/2014 and 6/29/2015

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