X0306 4 2015-05-29 0 0000108516 WORTHINGTON INDUSTRIES INC WOR 0001389418 RUSSELL MARK A 200 OLD WILSON BRIDGE ROAD COLUMBUS OH 43085 0 1 0 0 Pres/COO, Worthington Industri Common Shares 346147 D Common Shares 16251 I By 401(k) Plan Phantom Stock, acquired under deferred compensation plan 2015-05-29 4 A 0 75 27.21 A common shares 75 189540 D Amount reflects the most up-to-date information available regarding holdings in the Company Plan Fund which invests in Common Shares of the Company. The accounts track common shares on a one-for-one basis Prior to October 1, 2014, the account balances related to the theoretical Company common share investment option could be immediately transferred to other investment options under the terms of the deferred compensation plan. 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 of the Company and generally commence upon leaving the Company. /s/Mark A. Russell by Dale T. Brinkman, as attorney-in-fact 2015-06-02