a6133974.htm
 
UNITED STATES
 OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 3235-0101
March 31, 2011
 
2.00 
FORM 144
SEC USE ONLY
 
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
DOCUMENT SEQUENCE NO.
 
CUSIP NUMBER
 
 
WORK LOCATION
 
 
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.
1 (a) NAME OF ISSUER (Please type or print)
 
WORTHINGTON INDUSTRIES, INC.
(b) IRS IDENT. NO.
 
31-1189815
(c) S.E.C. FILE NO.
 
1-8399
 
    
1 (d) ADDRESS OF ISSUER                                                                        STREET                                     CITY                                  STATE        ZIP CODE
(e) TELEPHONE NO.
 
200 OLD WILSON BRIDGE ROAD                                                                      COLUMBUS                              OH                                  43085
AREA CODE
614
NUMBER
840-3210
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES
         ARE TO BE SOLD
 
THE ESTATE OF JOHN H. McCONNELL
  
(b) RELATIONSHIP TO
      ISSUER
 
AFFILIATE
(c) ADDRESS STREET                                 CITY                   STATE         ZIP CODE
 
200 OLD WILSON BRIDGE RD., COLUMBUS, OH 43085

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.
 
3 (a)
(b)
SEC USE ONLY
(c)
(d)
(e)
(f)
(g)
Title of the
Class of
Securities
To Be Sold
 
Name and Address of Each Broker Through Whom the
Securities are to be Offered or Each Market Maker
who is Acquiring the Securities
 
Broker-Dealer
File Number
Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
Aggregate
Market
Value
(See instr. 3(d))
Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
Approximate
Date of Sale
(See instr. 3(f))
(MO.  DAY  YR.)
Name of Each
Securities
Exchange
(See instr. 3(g))
Common Shares
Huntington Investment Company
Huntington Center
41 South High Street, 2nd Floor
Mail Code HC0220
Columbus, OH  43215-6101
  
322,700
$5,398,771
(This amount is based on the closing price of the common shares on 1-06-2010, which was $16.73)
79,173,053
1-07-2010
NYSE
 
 
              
 
 
INSTRUCTIONS:
3.  (a) Title of the class of securities to be sold
1. (a) Name of issuer
(b) Name and address of each broker through whom the securities are intended to be sold
(b) Issuer’s I.R.S. Identification Number
(c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
(c) Issuer’s S.E.C. file number, if any
(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
(d) Issuer’s address, including zip code
(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as
(e) Issuer’s telephone number, including area code
shown by the most recent report or statement published by the issuer
 
(f) Approximate date on which the securities are to be sold
2. (a) Name of person for whose account the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are intended 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
  
 
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
SEC 1147 (02-08)
 
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:
Title of
the Class
Date you
Acquired
Nature of Acquisition Transaction
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of
Securities Acquired
Date of
Payment
Nature of Payment
 
Common
Shares
 
04-25-2008
 
On 4-25-2008, John H. McConnell
passed away and 1,642,600 common
shares went into the Estate of
John H. McConnell
 
 
John H. McConnell
 
1,642,600
 
None
 
None
 
  INSTRUCTIONS:
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.
    
 
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.
 
Name and Address of Seller
 
Title of Securities Sold
 
Date of Sale
Amount of
Securities Sold
Gross Proceeds
 
The Estate of John H. McConnell
200 Old Wilson Bridge Road
Columbus, OH  43085
 
 
 
Common Shares
 
10-08-09
 
450,000
 
$6,175,119
 
REMARKS:
On September 30, 2009, the Estate of John H. McConnell (the “Estate”) filed a Form 144 to provide notice of the intention to sell 1,200,000 common shares.  The Estate sold an aggregate of 877,300 common shares on October 5, 2009, October 6, 2009 and October 8, 2009.  The common shares which are the subject of this Form 144 represent the balance of those included in the September 30, 2009 Form 144 which were not sold within the three-month period following September 30, 2009 and which the Estate intends to sell.
 
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.
  
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 each 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.
    The Estate of John H. McConnell
                       ________________________01/07/2010_________________________
                       DATE OF NOTICE
  
 
 
/s/ John P. McConnell_______________
John P. McConnell, as co-executor
  
/s/ Daniel Minor________________
Daniel Minor, as co-executor
       
                       __________________________________________________________
                                 DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION,
                                                          IF RELYING ON RULE 10B5-1
    
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 o  printed signatures.
 
ATTENTION:  Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
SEC 1147 (02-08)