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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MCCONNELL JOHN P/OH
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                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chairman
(Last)          (First)          (Middle)

WORTHINGTON INDUSTRIES, INC., 200 OLD WILSON BRIDGE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

12/18/2020
(Street)

COLUMBUS, OH 43085
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 12/18/2020  G  V 442250 (1)D$0.00 1355518 D  
Common Shares         12415982 I By JMAC, Inc. 
Common Shares         2428312 I By the Porter Rardin Trust f/b/o John P. McConnell and Margaret Kollis 
Common Shares         8173 I As custodian for his son, C.R.McConnell 
Common Shares         7343 I By Spouse, Amy McConnell, as custodian for her son, Luke A. Edmonds 
Common Shares         118000 I By The McConnell Family Trust 
Common Shares         255875 I By The Margaret R. McConnell Trust f/b/o Margaret Kollis 
Common Shares         25227 (2)I By the Worthington Industries, Inc. Deferred Profit Sharing Plan 
Common Shares 12/18/2020  G  V 44250 A$0.00 44250 I By McConnell 2020 LAE Trust (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This transaction involved gifts of: (1) an aggregate of 398,000 common shares by the reporting person, in his capacity as settlor, to four separate irrevocable trusts for the benefit of four of his children (one who shares his household and three who no longer share his household), with each such irrevocable trust having an independent trustee who is not related to the reporting person; and (2) 44,250 common shares by the reporting person, in his capacity as settlor, to an irrevocable trust for the benefit of the son of the reporting person's spouse (not described in clause (1)), with such reporting person's spouse serving as the trustee of such irrevocable trust. The reporting person has no reportable beneficial ownership of or pecuniary interest in the aggregate of 398,000 common shares gifted to the irrevocable trusts having an independent trustee who is not related to the reporting person.
(2) 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 11/30/2020.
(3) These common shares are held in an irrevocable trust for the benefit of the son of the reporting person's spouse. The reporting person's spouse is the trustee of such irrevocable trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MCCONNELL JOHN P/OH
WORTHINGTON INDUSTRIES, INC.
200 OLD WILSON BRIDGE ROAD
COLUMBUS, OH 43085
XXExecutive Chairman

Signatures
/S/ John P. McConnell by Dale T. Brinkman, as attorney-in-fact12/29/2020
**Signature of Reporting PersonDate

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