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 *
SCHIAVO MARY FACKLER
  2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON INDUSTRIES INC [WOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
WORTHINGTON INDUSTRIES, INC., 200 OLD WILSON BRIDGE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2014
(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               40,462 D  

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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
Phantom Stock (1) 09/30/2014   I     7,192 (2)   (3)   (4) common shares 7,192 (2) $ 37.22 4,794 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SCHIAVO MARY FACKLER
WORTHINGTON INDUSTRIES, INC.
200 OLD WILSON BRIDGE ROAD
COLUMBUS, OH 43085
  X      

Signatures

 /s/Dale T. Brinkman as attorney-in-fact for Mary Schiavo   10/02/2014
**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) The account tracks common shares on a one-for-one basis
(2) The Company amended its Amended and Restated 2005 Deferred Compensation Plan for Directors (the "Plan") effective as of 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., the theoretical Company common share deemed investment option) may not be transferred to an alternative deemed investment option under the Plan until distribution from the Plan. On September 30, 2014, the reporting person transferred a portion of the amount credited to the phantom stock fund to an alternative deemed investment option in order to diversify the deemed investment options to which the amount in her account under the Plan were credited.
(3) Prior to October 1, 2014, the account balance related to the theoretical Company common share investment option could be immediately transferred to other deemed investment options under the terms of the Plan.
(4) The amounts reported represent unfunded theoretical Company common shares (i.e., phantom stock) credited to the account of the reporting person under the Plan. Distributions are made only in common shares of the Company, and generally commence upon leaving the Company's Board of Directors.
(5) The amount shown reflects an additional 50 theoretical Company common shares (i.e. phantom stock) which were credited pursuant to the dividend reinvestment feature of the Plan.

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