Sec Form 4 Filing - ANDERSON KERRII B @ WORTHINGTON INDUSTRIES INC - 2021-09-02

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 ANDERSON KERRII B 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) 200 OLD WILSON BRIDGE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/02/2021 (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 69,715 ( 1 ) D Common Shares 09/03/2021 G V 2,842 ( 2 ) D $ 0 0 ( 1 ) ( 2 ) I By grantor retained annuity trust Common Shares 09/03/2021 G V 1,421 ( 2 ) A $ 0 1,421 ( 2 ) I By Cameron Taff Anderson Separate Trust Common Shares 09/03/2021 G V 1,421 ( 2 ) A $ 0 1,421 ( 2 ) I By Alexa M. Anderson Separate Trust Common Shares 436 I By spouse

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 ANDERSON KERRII B 200 OLD WILSON BRIDGE ROAD COLUMBUS, OH43085 X Signatures /s/Patrick J. Kennedy, as attorney-in-fact for Kerrii B. Anderson 10/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 2, 2021, the reporting person (in her capacity as trustee of the grantor retained annuity trust) distributed 2,258 Common Shares from the grantor retained annuity trust (which had previously been reported as owned indirectly) to her individual brokerage account whereby these Common Shares are reported as owned directly. ( 2 )This transaction involved distributions, on September 3, 2021, of an aggregate of 2,842 Common Shares by the reporting person (in her capacity as trustee of the grantor retained annuity trust), to two separate trusts (1,421 Common Shares being distributed in the form of a gift to each trust). Each of the two trusts is for the benefit of one of the reporting person's two children (who no longer share her household) and the trustee of each of the two trusts is the spouse of the reporting person. The reporting person disclaims beneficial ownership of these Common Shares, and the filing of this Form 4 is not an admission that the reporting person is the beneficial owner of these Common Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks: Exhibit List: Exhibit 24 Limited Power of Attorney for Section 16 Reporting Obligations

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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