Sec Form 4 Filing - MCCONNELL JOHN P/OH @ WORTHINGTON INDUSTRIES INC - 2020-12-18

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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) WORTHINGTON INDUSTRIES, INC., 200 OLD WILSON BRIDGE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2020 (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 12/18/2020 G V 442,250 ( 1 ) D $ 0 1,355,518 D Common Shares 12,415,982 I By JMAC, Inc. Common Shares 2,428,312 I By the Porter Rardin Trust f/b/o John P. McConnell and Margaret Kollis Common Shares 8,173 I As custodian for his son, C.R.McConnell Common Shares 7,343 I By Spouse, Amy McConnell, as custodian for her son, Luke A. Edmonds 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 25,227 ( 2 ) I By the Worthington Industries, Inc. Deferred Profit Sharing Plan Common Shares 12/18/2020 G V 44,250 A $ 0 44,250 I By McConnell 2020 LAE Trust ( 3 )

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 X Executive Chairman Signatures /S/ John P. McConnell by Dale T. Brinkman, as attorney-in-fact 12/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction involved gifts of: (1) an aggregate of 398,000 common shares by the reporting person, in his capacity as settlor, to four separate irrevocable trusts for the benefit of four of his children (one who shares his household and three who no longer share his household), with each such irrevocable trust having an independent trustee who is not related to the reporting person; and (2) 44,250 common shares by the reporting person, in his capacity as settlor, to an irrevocable trust for the benefit of the son of the reporting person's spouse (not described in clause (1)), with such reporting person's spouse serving as the trustee of such irrevocable trust. The reporting person has no reportable beneficial ownership of or pecuniary interest in the aggregate of 398,000 common shares gifted to the irrevocable trusts having an independent trustee who is not related to the reporting person. ( 2 )Amount listed is the most up-to-date information available regarding holdings in the Company Stock Fund under the Worthington Industries, Inc. Deferred Profit Sharing Plan and is based on a Plan statement as of 11/30/2020. ( 3 )These common shares are held in an irrevocable trust for the benefit of the son of the reporting person's spouse. The reporting person's spouse is the trustee of such irrevocable trust.

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).

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