SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LYTTLE CATHERINE M

(Last)

(First)

(Middle)

200 OLD WILSON BRIDGE ROAD

(Street)

COLUMBUS

43085

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2012

3. Issuer Name and Ticker or Trading Symbol
WORTHINGTON INDUSTRIES INC [ WOR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President-Communications

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	11,524	D
Common Shares	479⁽¹⁾	I	by 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock, acquired under deferred compensation plan	⁽²⁾	⁽³⁾	common shares	2,280	⁽⁴⁾	D
NQ Employee Stock Option (Right to buy)	06/01/2005⁽⁵⁾	05/31/2014	common shares	4,000	$19.2	D
NQ Employee Stock Option (Right to buy)	06/01/2006⁽⁵⁾	05/31/2015	common shares	6,000	$17.01	D
NQ Employee Stock Option (Right to buy)	06/01/2007⁽⁵⁾	05/31/2016	common shares	10,000	$18.17	D
NQ Employee Stock Option (Right to buy)	07/02/2008⁽⁵⁾	07/01/2017	common shares	7,500	$22.73	D
NQ Employee Stock Option (Right to buy)	07/01/2009⁽⁵⁾	06/30/2018	common shares	7,500	$20.21	D
NQ Employee Stock Option (Right to buy)	07/16/2010⁽⁵⁾	07/15/2019	common shares	4,000	$13.25	D
NQ Employee Stock Option (Right to buy)	07/02/2011⁽⁶⁾	07/01/2020	common shares	9,000	$12.05	D
NQ Employee Stock Option (Right to buy)	06/30/2012⁽⁷⁾	06/29/2021	common shares	9,000	$23.1	D
NQ Employee Stock Option (Right to buy)	06/29/2013⁽⁸⁾	06/28/2022	common shares	9,000	$20.47	D

Explanation of Responses:

1. Amount listed is the most up-to-date information available regarding holdings in the Company Plan Fund which invests in Common Shares of the Company.

2. The account balances related to the theoretical common shares may be immediately transferred to other investment options under the terms of the deferred compensation plans

3. These are unfunded accounts under the Worthington Industries, Inc.'s deferred compensation plan invested in phantom stock. Distributions are made only in cash, and generally commence upon retirement or other termination of employment.

4. The accounts track common shares on a one-for-one basis

5. This non-qualified stock option was granted out of the Company's 2003 Stock Option Plan and vests at 20% per year. Date listed is the first day the options are available.

6. This non-qualified stock option was granted out of the Company's 1997 Amended and Restated Long-Term Incentive Stock Option Plan and vests at 20% per year. Date listed is the first day the options are available.

7. 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 will vest. Additional portions of 33.33% of the option vest annually on 6/30/2013 and 6/30/2014.

8. 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 will vest. Additional portions of 33.33% of the option vest annually on 6/29/2014 and 6/29/2015.

Remarks:

	/s/Dale T. Brinkman, as attorney-in-fact for Catherine M. Lyttle	08/01/2012
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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