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: Butler Richard W (VP CORPORATE CONTROLLER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-04	COMMON STOCK	M	2652	$15.835	Acquired	8456	Direct
2013-04-04	COMMON STOCK	D	1618	$48.04	Disposed	6838	Direct
2013-04-04	COMMON STOCK	M	1846	$20.905	Acquired	8684	Direct
2013-04-04	COMMON STOCK	D	1240	$48.04	Disposed	7444	Direct
2013-04-04	COMMON STOCK	M	1166	$25.67	Acquired	8610	Direct
2013-04-04	COMMON STOCK	D	850	$48.04	Disposed	7760	Direct
2013-04-04	COMMON STOCK	M	1364	$45.36	Acquired	9124	Direct
2013-04-04	COMMON STOCK	D	571	$45.36	Disposed	8553	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-04	STOCK APPRECIATION RIGHTS	$15.835	M	2652	Disposed	2017-03-01	COMMON STOCK (2652.0)	Direct
2013-04-04	STOCK APPRECIATION RIGHTS	$20.905	M	1846	Disposed	2018-03-01	COMMON STOCK (1846.0)	Direct
2013-04-04	STOCK APPRECIATION RIGHTS	$25.67	M	1166	Disposed	2019-03-01	COMMON STOCK (1166.0)	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 1364 shares of common stock on April 4, 2013.

F2: Of the 1364 shares of common stock received on April 4, 2013, the reporting person disposed of 571 shares of common stock on April 4, 2013 to satisfy tax withholding obligations.