SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RUSSELL MARK A

(Last) (First) (Middle)
200 OLD WILSON BRIDGE ROAD

(Street)
COLUMBUS OH 43085

(City) (State) (Zip)
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)
Pres/COO, Worthington Industri
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
07/19/2013
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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/25/2013 A 11,187(1) A $0.00 203,041 D
Common Shares 07/19/2013 F 5,532(2) D $32.1 197,509 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. A performance share award was granted effective 6-1-10 pursuant to Issuer's Amended and Restated 1997 Long-Term Incentive Plan. Common shares were to be paid out based on the level of achievement of specified performance objectives over the 3-yr performance period ended 5-31-13. On 6-25-13, the Issuer's Compensation Committee met and determined the number of common shares to be paid out based on the level of achievement of the performance objectives for the 3-yr period ended 5-31-13. The common shares reported in the reporting person's Form 4 dated 6-27-13 reflected that determination. On 7-18-13, the Compensation Committee determined that, based upon an error which had been discovered in the calculations underlying the determination of the number of common shares to be paid out to the reporting person, the number of common shares to be reported as paid out required correction, which was done with a payout date of 7-19-13, the corrected number is reported in this amended Form 4.
2. Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
Remarks:
/s/Mark A. Russell by Dale T. Brinkman, as attorney-in-fact 07/23/2013
** 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 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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