Sec Form 4 Filing - GILMORE GEOFFREY G @ WORTHINGTON INDUSTRIES INC - 2021-05-06

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 GILMORE GEOFFREY G 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) EVP & Chief Operating Officer (Last) (First) (Middle) 200 OLD WILSON BRIDGE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/06/2021 (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 05/06/2021 M 6,000 A $ 43.04 194,841 D Common Shares 05/06/2021 M 7,500 A $ 42.3 202,341 D Common Shares 05/06/2021 M 6,400 A $ 47.76 208,741 D Common Shares 05/06/2021 M 4,267 A $ 42.91 213,008 D Common Shares 05/06/2021 S 24,167 D $ 70.24 ( 1 ) 188,841 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) $ 43.04 05/06/2021 M 6,000 06/30/2015( 2 ) 06/30/2024 Common Shares 6,000 $ 0 0 D Non-qualified stock option (right to buy) $ 42.3 05/06/2021 M 7,500 06/30/2017( 2 ) 06/30/2026 Common Shares 7,500 $ 0 0 D Non-qualified stock option (right to buy) $ 47.76 05/06/2021 M 6,400 06/29/2018( 2 ) 06/29/2027 Common Shares 6,400 $ 0 0 D Non-qualified stock option (right to buy) $ 42.91 05/06/2021 M 4,267 06/28/2019( 2 ) 06/28/2028 Common Shares 4,267 $ 0 0 D Phantom Stock Acquired Under Deferred Compensation Plan ( 3 ) ( 4 ) ( 5 ) Common Shares ( 6 ) 9,358 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GILMORE GEOFFREY G 200 OLD WILSON BRIDGE ROAD COLUMBUS, OH43085 EVP & Chief Operating Officer Signatures /s/Patrick J. Kennedy, as attorney-in-fact for Geoffrey G. Gilmore 05/10/2021 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 )This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan and vested at 33.33% per year, beginning on the date listed. ( 3 )The account under the 2005 NQ Plan (defined in footnote (4) below) tracks common shares on a one-for-one basis. ( 4 )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 deemed investment options under the terms of the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan, as amended (the "2005 NQ Plan"). ( 5 )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 share 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. ( 6 )The amount reported includes the additional unfunded theoretical common shares (i.e., phantom stock) credited to the theoretical Worthington Industries, Inc. common share deemed investment option pursuant to the dividend reinvestment feature of the 2005 NQ Plan on March 31, 2021.

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