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 *

ANDERSON KERRII B
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)

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

9/25/2020
(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         65057 (1)D  
Common Shares         5100 (1)I By grantor retained annuity trust 
Common Shares         436 I By Spouse 

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
Phantom Stock  (2)9/25/2020  A   602     (3)(4) (4)Common Shares 602 $39.47 6287 (5)D  

Explanation of Responses:
(1) On September 23, 2020, the reporting person (in her capacity as trustee of the grantor retained annuity trust) transferred 3,550 Common Shares from the grantor retained annuity trust (which had previously been reported as owned indirectly) to her individual brokerage account whereby these Common Shares are reported as owned directly.
(2) 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.
(3) 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 (4).
(4) The 2005 Director Deferred Compensation 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 2005 Director Deferred Compensation Plan until distribution from the 2005 Director Deferred Compensation 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.
(5) The amount shown reflects additional theoretical common shares (i.e., phantom stock) which were credited pursuant to the dividend reinvestment feature of the 2005 Director Deferred Compensation Plan since the date on which the amount of theoretical common shares credited pursuant to dividend reinvestment under the 2005 Director Deferred Compensation Plan was last updated in the reporting person's Form 4 filed September 27, 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ANDERSON KERRII B
200 OLD WILSON BRIDGE ROAD
COLUMBUS, OH 43085
X



Signatures
/s/Dale T. Brinkman, as attorney-in-fact for Kerrii B. Anderson9/28/2020
**Signature of Reporting PersonDate

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