AZZ INC — Director's Dealing 2013

Apr 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2013-04-04

Reporting Person: Pendley Timothy E (Senior VP GALVANIZING)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-04	COMMON STOCK	M	7342	$15.835	Acquired	38459	Direct
2013-04-04	COMMON STOCK	D	3534	$47.69	Disposed	34925	Direct
2013-04-04	COMMON STOCK	M	5110	$20.905	Acquired	40035	Direct
2013-04-04	COMMON STOCK	D	2881	$47.69	Disposed	37154	Direct
2013-04-04	COMMON STOCK	M	3164	$25.67	Acquired	40318	Direct
2013-04-04	COMMON STOCK	D	2030	$47.69	Disposed	38288	Direct
2013-04-04	COMMON STOCK	M	3774	$45.36	Acquired	42062	Direct
2013-04-04	COMMON STOCK	D	1032	$45.36	Disposed	41030	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-04	STOCK APPRECIATION RIGHTS	$15.835	M	7342	Disposed	2017-03-01	COMMON STOCK (7342.0)	Direct
2013-04-04	STOCK APPRECIATION RIGHTS	$20.905	M	5110	Disposed	2018-03-01	COMMON STOCK (5110.0)	Direct
2013-04-04	STOCK APPRECIATION RIGHTS	$25.67	M	3164	Disposed	2019-03-01	COMMON STOCK (3164.0)	Direct

Footnotes

F1: Upon the vesting of restricted stock units on March 1, 2013 granted to the reporting person on March 1, 2010, the reporting person received 3774 shares of common stock on April 4, 2013.

F2: Of the 3774 shares of common stock received on April 4, 2013, the reporting person disposed of 1032 shares of common stock on April 4, 2013 to satisfy tax withholding obligations.