X0306 4 2014-12-29 0 0000108516 WORTHINGTON INDUSTRIES INC WOR 0001194138 WELCH RICHARD G 200 OLD WILSON BRIDGE ROAD COLUMBUS OH 43085 0 1 0 0 Controller Common Shares 2014-12-29 5 G 0 E 1606 0.00 D 23288 D Phantom Stock, acquired under the deferred compensation plan 2015-04-22 4 A 0 1665 27.05 A common shares 1665 5406 D The accounts track common shares on a one-for-one basis Prior to October 1, 2014, the account balances related to the theoretical common shares investment option could be immediately transferred to other investment options under the terms of the deferred compensation plans. The Company amended its Amended and Restated 2005 Deferred Compensation Plan (the "Plan") effective October 1, 2014. The amendment includes a provision that effective October 1, 2014 and thereafter, any amount credited in a participant's account to the phantom stock fund (i.e. theoretical Company common shares deemed investment option) may not be transferred to an alternative deemed investment option under the Plan until distribution from the Plan. Distributions are made only in common shares on the Company and generally commence upon leaving the Company. /s/Dale T. Brinkman, as attorney-in-fact for Richard G. Welch 2015-04-23