Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RUSSELL MARK A
  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
(Last)
(First)
(Middle)
200 OLD WILSON BRIDGE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2018
(Street)

COLUMBUS, OH 43085
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 08/22/2018   M   40,000 A $ 13.25 392,273 D  
Common Shares 08/22/2018   F   24,845 (1) D $ 46.13 367,428 D  
Common Shares 08/22/2018   F   3,905 (2) D $ 46.13 363,523 D  
Common Shares 08/22/2018   D   3,667 (3) D $ 0 359,856 D  
Common Shares 08/22/2018   F   1,692 (2) D $ 46.13 358,164 D  
Common Shares 08/22/2018   D   6,389 (3) D $ 0 351,775 D  
Common Shares 08/22/2018   F   131 (2) D $ 46.13 351,644 D  
Common Shares 08/22/2018   D   9,722 (3) D $ 0 341,922 D  
Common Shares               18,068 (4) I By 401(k)

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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 Underlying Securities
(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 of Derivative Security: 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
Non-qualified Stock Option (right to buy) $ 13.25 08/22/2018   M     40,000 07/16/2010(5) 07/16/2019 Common Shares 40,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RUSSELL MARK A
200 OLD WILSON BRIDGE ROAD
COLUMBUS, OH 43085
      Pres/COO, Worthington Industri  

Signatures

 /s/Mark A. Russell by Dale T. Brinkman, as attorney-in-fact   08/24/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents common shares withheld upon the exercise of the non-qualified stock option reported in Table II in order to satisfy the reporting person's tax withholding obligation upon such exercise.
(2) Represents common shares withheld upon the vesting of restricted common shares in order to satisfy the reporting person's tax withholding obligation upon such vesting.
(3) Represents forfeiture of restricted common shares.
(4) Amount listed is the most up-to-date information available regarding holdings in the Company Stock Fund under the Worthington Industries, Inc. Deferred Profit Sharing Plan and is based on a plan statement as of 7/31/2018.
(5) This non-qualified stock option was granted out of the Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan and vested at 20% per year beginning on the first anniversary of the grant date. The date listed is the first day any portion of the option vested.

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