AZZ INC — Director's Dealing 2015

Jul 21, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2015-07-14

Reporting Person: Bacius Chris M. (VP, Corporate Development)

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	1199	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
STOCK APPRECIATION RIGHTS	$	2021-09-02	COMMON STOCK (2724.0)		Direct
Restricted Stock Units	$		COMMON STOCK (990.0)		Direct
Restricted Stock Units	$		COMMON STOCK (1138.0)		Direct
Performance Share Units	$		COMMON STOCK (1138.0)		Direct
Restricted Stock Units	$		COMMON STOCK (1650.0)		Direct

Footnotes

F1: The stock appreciate rights (SARs) shall vest over a three year period with 1/3 vesting each of the first, second and third anniversaries beginning on March 1, 2015.

F2: The SARs are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price over the exercise price.

F3: The restricted stock units (RSUS)shall vest over a three year period with one-third of the RSUs vesting on each of the following dates: March 1, 2015, March 1, 2016 and March 1, 2017.

F4: Each RSU represents a contingent right to receive one share of AZZ common stock.

F5: Pursuant to the Issuer's 2014 Long Term Incentive Plan (the "2014 Plan"), the RSUs will vest over a three year period with 1/3 of the RSUs vesting each of the first, second and third anniversaries beginning on April 27, 2016.

F6: The performance share units (PSUs) are issued under AZZ's 2014 Plan. The PSUs will vest and become payable, if at all, on the third anniversary from the date of grant, ranging from 0% to 200% based on AZZ achieving a 8.5% target average adjusted return on assets from March 1, 2015 to February 28, 2018. In addition, target awards will be subject to a multiplier based on AZZ's total shareholder return for the three year period ranking within the top quartile relative to each company in a custom industry peer group for the same period up to a maximum of 250% of the target award. The number of PSUs reported reflects the target award amount.

F7: Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.

F8: The RSUs shall vest ratably over a two-year period beginning March 1, 2015. The award will be fully vested on March 1, 2016.