Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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 *
SMOLENSKI ERIC M
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)
President-Worthington Cylinder
(Last)
(First)
(Middle)
200 OLD WILSON BRIDGE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/19/2021
(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 04/19/2021 M 4,000 A $ 23.1 83,831 D
Common Shares 04/19/2021 S 4,000 D $ 65.29 ( 1 ) 79,831 D
Common Shares 7,215 ( 2 ) I by 401(k)
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 04/19/2021 M 4,000 06/30/2012( 3 ) 06/30/2021 Common Shares 4,000 $ 0 0 D
Phantom stock acquired under Deferred Compensation Plan ( 4 ) ( 5 ) ( 6 ) Common Shares 41 ( 7 ) 4,709 ( 7 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMOLENSKI ERIC M
200 OLD WILSON BRIDGE ROAD
COLUMBUS, OH43085
President-Worthington Cylinder
Signatures
/s/Patrick J. Kennedy, as attorney-in-fact for Eric M. Smolenski 04/20/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $65.24 to $65.44, inclusive. 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 dated as of March 31, 2021.
( 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 vested. Additional portions of 33.33% of the option vested annually on 6/30/2013 and 6/30/2014.
( 4 )The account tracks common shares on a one-for-one basis.
( 5 )Prior to October 1, 2014, the account balances related to the theoretical Worthington Industries, Inc. common share deemed investment option could be immediately transferred to other investment options under the terms of the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan, as amended (the "2005 NQ Plan").
( 6 )The 2005 NQ Plan provides that effective October 1, 2014 and thereafter, any amount credited in a participant's account to the phantom stock fund (i.e. theoretical Worthington Industries, Inc. common shares deemed investment option) may not be transferred to an alternative deemed investment option under the 2005 NQ Plan until distribution from the 2005 NQ Plan. Distributions are made only in common shares of Worthington Industries, Inc. and generally commence upon a person's leaving employment with Worthington Industries, Inc.
( 7 )The amount shown reflects additional unfunded theoretical Worthington Industries, Inc. common shares (i.e. phantom stock) credited pursuant to the dividend reinvestment feature of the 2005 NQ Plan.

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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