Sec Form 4 Filing - MCCONNELL JOHN P/OH @ WORTHINGTON INDUSTRIES INC - 2021-03-30

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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
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)
03/30/2021
(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 03/30/2021 M 726 A $ 23.1 1,356,244 D
Common Shares 03/30/2021 S 726 D $ 67.6 ( 1 ) 1,355,518 D
Common Shares 03/30/2021 M 65,964 A $ 20.47 1,421,482 D
Common Shares 03/30/2021 S 65,964 D $ 67.6 ( 1 ) 1,355,518 D
Common Shares 03/31/2021 M 14,036 A $ 20.47 1,369,554 D
Common Shares 03/31/2021 S 14,036 D $ 67.09 ( 1 ) 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 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
Non-qualified stock option (right to buy) $ 23.1 03/30/2021 M 726 06/30/2012( 4 ) 06/30/2021 Common Shares 726 $ 0 0 D
Non-qualified stock option (right to buy) $ 20.47 03/30/2021 M 65,964 06/29/2013( 5 ) 06/29/2022 Common Shares 65,964 $ 0 14,036 D
Non-qualified stock option (right to buy) $ 20.47 03/31/2021 M 14,036 06/29/2013( 5 ) 06/29/2022 Common Shares 14,036 $ 0 0 D
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 04/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported is a weighted average price. The reporting person undertakes to provide to Worthington Industries, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
( 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 2/28/2021.
( 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.
( 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 vested. Additional portions of 33.33% of the option vested annually on 6/30/2013 and 6/30/2014.
( 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 vested. Additional portions of 33.33% of the option vested annually on 6/29/2014 and 6/29/2015.

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