Sec Form 4 Filing - RIBEAU SIDNEY A @ WORTHINGTON INDUSTRIES INC - 2017-06-30

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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
RIBEAU SIDNEY A
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)
WORTHINGTON INDUSTRIES, INC., 200 OLD WILSON BRIDGE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2017
(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 06/30/2017 M 5,000 A $ 22.95 42,519 D
Common Shares 06/30/2017 S 5,000 D $ 50.34 37,519 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 $ 22.95 06/30/2017 M 5,000 09/26/2008( 1 ) 09/26/2017 common shares 5,000 $ 0 0 D
Phantom Stock ( 2 ) ( 3 ) ( 4 ) common shares 16,295 16,295 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RIBEAU SIDNEY A
WORTHINGTON INDUSTRIES, INC.
200 OLD WILSON BRIDGE ROAD
COLUMBUS, OH43085
X
Signatures
/s/Dale T. Brinkman, as attorney-in-fact for Sidney A. Ribeau 07/03/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This option was granted out of the Worthington Industries, Inc. 2000 Stock Option Plan for Outside 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 Company's next Annual Meeting of Shareholders following the Grant Date. Date listed is the first day this option was exercisable and the option expiration is 9/26/2017
( 2 )The accounts track common shares on a one-for-one basis
( 3 )Prior to 10-1-14 the account balance related to the theoretical common share investment option could be immediately transferred to other investment options under the terms of the deferred compensation plan.
( 4 )The Company amended its Amended and Restated 2005 Deferred Compensation Pan for Outside 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 leaving the Company.
( 5 )The amount shown reflects an additional 68 theoretical common shares (i.e. phantom stock) pursuant to the dividend reinvestment feature of Worthington Industries, Inc.'s Deferred Compensation Plan for Directors.

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