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AZZ INC Director's Dealing 2014

May 9, 2014

31310_dirs_2014-05-09_c0403e5f-873b-4b59-ab1c-6ae861555dab.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2014-05-09

Reporting Person: Mackey Tara D (VP Chief Legal Officer)

Holdings (Non-Derivative)

Security Shares Ownership
COMMON STOCK 300 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
STOCK APPRECIATION RIGHTS $ COMMON STOCK (2711.0) Direct
Restricted Stock Units $ COMMON STOCK (1024.0) Direct

Footnotes

F1: On March 1, 2015, and the subsequent first day in the month of March through 2017 (each, a "Vesting Date") one-third (1/3) of the Stock Appreciation Rights granted hereby shall vest.

F2: March 1, 2017, the "Final Vesting Date" any of the stock appreciation rights that are not yet vested shall vest, such that on the final vesting date all of the stock appreciation rights granted hereby shall be vested on or prior to the final vesting date.

F3: THE BASE PRICE OF SUCH SAR SHALL BE DETERMINED BY THE CLOSING PRICE OF ONE SHARE OF COMMON STOCK ON THE NEW YORK STOCK EXCHANGE FOR THE GRANT DATE OF SUCH AWARDS.

F4: The RSU shall vest and be exercisable in full on March 1, 2017.

F5: EACH RESTRICTED STOCK UNIT REPRESENTS A CONTINGENT RIGHT TO RECEIVE ONE SHARE OF AZZ COMMON STOCK.