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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
ATTENTION:Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
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OMB APPROVAL
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OMB Number: 3235-0101
Expires: February 28, 2014
Estimated average burden
hours per response………..1.00
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SEC USE ONLY
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DOCUMENT SEQUENCE NO.
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CUSIP NUMBER
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1 (a) NAME OF ISSUER (Please type or print)
WORTHINGTON INDUSTRIES, INC.
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(b) IRS IDENT. NO.
31-1189815
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(c ) S.E.C. FILE NO.
1-8399
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WORK LOCATION
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1 (d) ADDRESS OF ISSURER STREET CITY STATE ZIP CODE
200 OLD WILSON BRIDGE ROAD COLUMBUS OH 43085
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(e) TELEPHONE NO.
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AREA CODE
614
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NUMBER
438-3210
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2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
THE ESTATE OF JOHN H. McCONNELL
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(b) RELATIONSHIP TO
ISSUER
ESTATE AS TO WHICH AFFILIATE OF ISSUER IS A CO-EXECUTOR
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(c) ADDRESS STREET
200 OLD WILSON BRIDGE ROAD
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CITY
COLUMBUS
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STATE
OH
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ZIP CODE
43085
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INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
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3 (a)
Title of the
Class of
Securities To Be Sold
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(b)
Name and Address of Each Broker Through Whom the
Securities are to be Offered or Each Market Maker
who is Acquiring the Securities
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SEC USE ONLY
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(c)
Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
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(d)
Aggregate
Market
Value
(See instr. 3(d))
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(e)
Number of Shares
Or Other Units
Outstanding
(See instr. 3(e))
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(f)
Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)
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(g)
Name of Each
Securities
Exchange
(See instr. 3(g))
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Broker-Dealer
File Number
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COMMON SHARES
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Huntington Investment Company
Huntington Center
41 South High Street, 2nd Fl
Mail Code HC0220
Columbus, OH 43215-6101
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442,600
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$8,431,530 (This amount is based on the closing price of the common shares on 01-18-12 which was $19.05)
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69,450,591
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01/20/2012
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NYSE
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INSTRUCTIONS:
1. (a) Name of issuer
(b) Issuer’s I.R.S. Identification Number
(c) Issuer’s S.E.C. file number, if any
(d) Issuer’s address, including zip code
(e) Issuer’s telephone number, including area code
2. (a) Name of person for whose account the securities are to be sold
(b) Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
(c) Such person’s address, including zip code
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3. (a) Title of the class of securities to be sold
(b) Name and address of each broker through whom the securities are intended to be sold
(c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to filing of this notice
(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are intended to be sold
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TABLE I – SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
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Title of
the Class
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Date you
Acquired
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Nature of Acquisition Transaction
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Name of Person from Whom Acquired
(if gift, also give date donor acquired)
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Amount of
Securities Acquired
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Date of
Payment
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Nature of Payment
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common shares
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04-25-2008
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On 04-25-2008, John H. McConnell passed away and 1,642,600 common shares went into the Estate of John H. McConnell
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John H. McConnell
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1,642,600
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None
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None
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INSTRUCTIONS:
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If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid
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TABLE II – SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
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Name and Address of Seller
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Title of Securities Sold
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Date of Sale
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Amount of Securities Sold
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Gross Proceeds
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N/A
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REMARKS:
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INSTRUCTIONS:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
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ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
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______________________________01/20/12___________________________________________________
DATE OF NOTICE
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THE ESTATE OF JOHN H. McCONNELL
By:/s/ John P. McConnell By: /s/Daniel Minor
John P. McConnell, Daniel Minor,
as co-executor as co-executor
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_________________________________________________________________________________
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION,
IF RELYING ON RULE 10B5-1
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The notice shall be signed by the person for whose account the securities are to be sold. At least one
copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.
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ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
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SEC 1147 (02-08)
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