AZZ INC — Director's Dealing 2013

Aug 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2013-08-08

Reporting Person: Quinn Francis D (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-08	COMMON STOCK	M	2652	$15.835	Acquired	5943	Direct
2013-08-08	COMMON STOCK	D	1609	$37.81	Disposed	4334	Direct
2013-08-08	COMMON STOCK	M	3689	$20.905	Acquired	8023	Direct
2013-08-08	COMMON STOCK	D	2573	$37.81	Disposed	5450	Direct
2013-08-08	COMMON STOCK	M	1166	$25.67	Acquired	6616	Direct
2013-08-08	COMMON STOCK	D	913	$37.81	Disposed	5703	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-08	STOCK APPRECIATION RIGHTS	$31.67	M	2652	Disposed	2017-03-01	COMMON STOCK (2652.0)	Direct
2013-08-08	STOCK APPRECIATION RIGHTS	$37.81	M	3689	Disposed	2018-03-01	STOCK APPRECIATION RIGHTS (3689.0)	Direct
2013-08-08	COMMON STOCK	$25.67	M	1166	Disposed	2019-03-01	COMMON STOCK (1166.0)	Direct

Footnotes

F1: ON EACH OF THE FIRST THREE ANNIVERSARIES OF THE EFFECTIVE DATE, ONE-THIRD (1/3) OF THE STOCK APPRECIATION RIGHTS GRANTED HEREBY SHALL VEST.1844 UNITS VESTED MARCH 1, 2012 AND 1845 UNITS VESTED MARCH 1, 2013.