AZZ INC — Director's Dealing 2015

Mar 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2015-03-01

Reporting Person: Pendley Timothy E (SVP GALVANIZING)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-01	COMMON STOCK	M	3990	—	Acquired	33837	Direct
2015-03-01	COMMON STOCK	F	1291	$45.62	Disposed	32546	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-01	Restricted Stock Units	$0.0	M	3990	Disposed		COMMON STOCK (3990.0)	Direct

Footnotes

F1: This grant was previously reported as 1,995 restricted stock units, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 28, 2012.

F2: Restricted stock units convert into common stock on a one-for-one basis.

F3: The reporting person disposed of 1,291 shares of common stock to satisfy tax withholding obligations.

F4: The restricted stock units granted to the reporting person on March 1, 2012 vested in their entirety on March 1, 2015.