AZZ INC — Director's Dealing 2013

Mar 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2013-03-01

Reporting Person: DINGUS DAVID H (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-01	COMMON STOCK	M	30594	$15.835	Acquired	247750	Direct
2013-03-01	COMMON STOCK	D	17122	$45.36	Disposed	230628	Direct
2013-03-01	COMMON STOCK	M	21290	$20.905	Acquired	251918	Direct
2013-03-01	COMMON STOCK	D	13525	$45.36	Disposed	238393	Direct
2013-03-01	COMMON STOCK	M	13321	$25.67	Acquired	251714	Direct
2013-03-01	COMMON STOCK	D	9409	$45.36	Disposed	242305	Direct
2013-03-01	COMMON STOCK	M	15718	—	Acquired	258023	Direct
2013-03-01	COMMON STOCK	D	5085	$45.36	Disposed	252938	Direct
2013-03-01	COMMON STOCK	A	326	—	Acquired	326	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-01	STOCK APPRECIATION RIGHTS	$15.835	M	30594	Disposed	2017-03-01	COMMON STOCK (30594.0)	Direct
2013-03-01	STOCK APPRECIATION RIGHTS	$20.905	M	21290	Disposed	2018-03-01	COMMON STOCK (21290.0)	Direct
2013-03-01	STOCK APPRECIATION RIGHTS	$25.67	M	13321	Disposed	2019-03-01	COMMON STOCK (13321.0)	Direct
2013-03-01	Restricted Stock Units	$	M	15718	Disposed		COMMON STOCK (15718.0)	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 15718 shares of common stock on March 1, 2013.

F2: Of the 15718 shares of common stock received on March 1, 1013, the reporting person disposed of 5085 shares of common stock on March 1, 2013 to satisfy tax withholding obligations.