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AZZ INC Director's Dealing 2015

Mar 20, 2015

31310_dirs_2015-03-20_56e4b57c-0d5f-4d4b-83ce-fe74fe1d3a1d.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2015-02-28

Reporting Person: PERRY DANA (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-31 COMMON STOCK M 3321 Acquired 500562 Direct
2014-05-31 COMMON STOCK M 3206 Acquired 503768 Direct
2014-05-31 COMMON STOCK M 5354 Acquired 509122 Direct
2014-05-31 COMMON STOCK F 4437 $44.51 Disposed 504685 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-05-31 Restricted Stock Units $ M 3321 Disposed COMMON STOCK (3321.0) Direct
2014-05-31 Restricted Stock Units $ M 3206 Disposed COMMON STOCK (3206.0) Direct
2014-05-31 Restricted Stock Units $ M 5354 Disposed COMON STOCK (5354.0) Direct

Footnotes

F1: Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.

F2: This grant was previously reported as 2,677 RSUs, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 28, 2012.

F3: The reporting person disposed of 4,437 shares of common stock to satisfy tax withholding obligations.

F4: In connection with the reporting person's retirement as an employee of the Issuer, RSUs awarded to the reporting person on March 7, 2013 under the Amended and Restated AZZ incorporated 2005 Long Term Incentive Plan (the "2005 Plan") were accelerated to be fully vested.

F5: In connection with the reporting person's retirement as an employee of the Issuer, RSUs awarded to the reporting person on March 3, 2014 under the 2005 Plan were accelerated to be fully vested.

F6: In connection with the reporting person's retirement as an employee of the Issuer, RSUs awarded to the reporting person on March 1, 2012 under the 2005 Plan were accelerated to be fully vested.