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^*

SMOLENSKI ERIC M

(Last)

(First)

(Middle)

200 OLD WILSON BRIDGE ROAD

(Street)

COLUMBUS

43085

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2019

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)
	President-Worthington Cylinder

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	48,842	D
Common Shares	6,838	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)
Employee Non-Qualified Stock Option (Right to Buy)	07/02/2011⁽¹⁾	07/02/2020	Common Shares	13,500	$12.05	D
Employee Non-Qualified Stock Option (Right to Buy)	06/30/2012⁽²⁾	06/30/2021	Common Shares	13,000	$23.1	D
Employee Non-Qualified Stock Option (Right to Buy)	03/30/2013⁽²⁾	03/20/2022	Common Shares	10,000	$19.18	D
Employee Non-Qualified Stock Option (Right to Buy)	06/29/2013⁽²⁾	06/29/2022	Common Shares	13,000	$20.47	D
Employee Non-Qualified Stock Option (Right to Buy)	06/28/2014⁽²⁾	06/28/2023	Common Shares	2,000	$31.71	D
Employee Non-Qualified Stock Option (Right to Buy)	06/30/2015⁽²⁾	06/30/2024	Common Shares	2,000	$43.04	D
Employee Non-Qualified Stock Option (Right to Buy)	06/26/2016⁽²⁾	06/26/2025	Common Shares	3,500	$30.92	D
Employee Non-Qualified Stock Option (Right to Buy)	06/30/2017⁽³⁾	06/30/2026	Common Shares	2,700	$42.3	D
Employee Non-Qualified Stock Option (Right to Buy)	06/29/2018⁽⁴⁾	06/29/2027	Common Shares	2,300	$47.76	D
Employee Non-Qualified Stock Option (Right to Buy)	06/28/2019⁽⁵⁾	06/28/2028	Common Shares	2,300	$42.91	D
Phantom Stock Under the Deferred Compensation Plan	⁽⁶⁾	⁽⁶⁾	Common Shares	4,483	⁽⁷⁾	D

Explanation of Responses:

1. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 1997 Amended and Restated Long-Term Incentive Stock Option Plan and vested at 20% per year, beginning on the date listed.

2. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan and vested at 33.33% per year, beginning on the date listed.

3. 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 vested. Additional portions of 33.33% of the option vested on 6/30/2018 and will vest on 6/30/2019.

4. 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 vested. Additional portions of 33.33% of the option will vest annually on 6/29/2019 and 6/29/2020.

5. 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 vested. Additional portions of 33.33% of the option will vest annually on 6/28/2020 and 6/28/2021.

6. The 2005 NQ 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 Worthington Industries, Inc. common shares deemed investment option) may not be transferred to an alternative deemed investment option under the 2005 NQ Plan until distribution from the 2005 NQ Plan. Distributions are made only in common shares of Worthington Industries, Inc. and generally commence upon a person's leaving employment with Worthington Industries, Inc.

7. The account under the 2005 NQ Plan tracks common shares on a one-for-one basis.

Remarks:

	/s/Dale T. Brinkman, as attorney-in-fact for Eric M. Smolenski	05/10/2019
	** 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).
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