X0306 4 2019-09-25 0 0000108516 WORTHINGTON INDUSTRIES INC WOR 0001227159 ANDERSON KERRII B 200 OLD WILSON BRIDGE ROAD COLUMBUS OH 43085 1 0 0 0 Common Shares 2019-09-25 4 A 0 3600 0.00 A 58007 D Common Shares 8650 I By grantor retained annuity trust Common Shares 436 I By Spouse Phantom Stock 2019-09-26 4 A 0 676 35.14 A Common Shares 676 5529 D An award of restricted stock was granted pursuant to the Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors. The restricted stock will vest on the earlier to occur of (1) the first anniversary of the grant date (September 25, 2020); or (2) the date on which the next Annual Meeting of Shareholders of Worthington Industries, Inc. is held. Excludes 8,650 Common Shares previously owned directly which were contributed to a grantor retained annuity trust on August 27, 2019. On August 27, 2019, the reporting person contributed 8,650 Common Shares to a grantor retained annuity trust for the benefit of the reporting person. The theoretical common shares (phantom stock) credited to the reporting person's account in the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors, as amended (the "2005 Director Deferred Compensation Plan") track Common Shares of Worthington Industries, Inc. (the "Company") on a one-for-one basis. Prior to October 1, 2014, the account balances related to theoretical common shares could be immediately transferred to other investment options under the terms of the deferred compensation plan in which the reporting person participates. See note (6). The Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors, as amended (the "Plan"), provides that effective October 1, 2014 and thereafter any amount credited in a participant's account to the phantom stock fund (i.e. theoretical 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 Worthington Industries, Inc. and generally commence upon the leaving the Board of Directors of Worthington Industries, Inc. The amount shown reflects additional theoretical common shares (i.e., phantom stock) which were credited pursuant to the dividend reinvestment feature of the Plan since the date on which the amount of theoretical common shares credited pursuant to dividend reinvestment under the Plan was last updated in the reporting person's Form 4 filed October 1, 2018. /s/Dale T. Brinkman, as attorney-in-fact for Kerrii B. Anderson 2019-09-27