AZZ INC — Director's Dealing 2016

Nov 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2016-11-04

Reporting Person: FERGUSON THOMAS E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-04	COMMON STOCK	M	5000	—	Acquired	34276	Direct
2016-11-04	COMMON STOCK	F	1367	$52.65	Disposed	32909	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-04	Restricted Stock Units	$	M	5000	Disposed		COMMON STOCK $1.00 PAR VALUE (5000.0)	Direct

Footnotes

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

F2: The reporting person disposed of 1,367 shares of common stock solely to satisfy tax withholding obligations.

F3: On November 4, 2013, the reporting person was granted 15,000 RSUs under the Issuer's Amended and Restated 2005 Long-Term Incentive Plan, vesting in three equal annual installments beginning on the first anniversary of the grant date.