AZZ INC — Director's Dealing 2015

Apr 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2015-04-27

Reporting Person: Mackey Tara D (Chief Legal Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-27	Restricted Stock Units	$	A	1138	Acquired		COMMON STOCK (1138.0)	Direct
2015-04-27	Performance Share Units	$	A	1138	Acquired		COMMON STOCK (1138.0)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock.

F2: The RSUs are granted under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan") and vest over a three year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date.

F3: Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results. The number of PSUs reported reflects the target award amount.

F4: The 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. Actual payout will be subject to a multiplier up to a maximum of 250% of the target award if AZZ's total shareholder return for the three year period ranks within the top quartile relative to each company in a custom industry peer group for the same period.