AZZ INC — Director's Dealing 2016

Jul 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2016-07-13

Reporting Person: Pendley Timothy E (SVP GALVANIZING)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-13	COMMON STOCK	M	5110	$20.91	Acquired	32178	Direct
2016-07-13	COMMON STOCK	D	1751	$61.03	Disposed	30427	Direct
2016-07-13	COMMON STOCK	F	911	$61.03	Disposed	29516	Direct
2016-07-13	COMMON STOCK	M	6328	$25.67	Acquired	38844	Direct
2016-07-13	COMMON STOCK	D	2662	$61.03	Disposed	33182	Direct
2016-07-13	COMMON STOCK	F	1002	$61.03	Disposed	32180	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-13	STOCK APPRECIATION RIGHTS	$20.91	M	5110	Disposed	2018-03-01	COMMON STOCK (5110.0)	Direct
2016-07-13	STOCK APPRECIATION RIGHTS	$25.67	M	6328	Disposed	2019-03-01	COMMON STOCK (6328.0)	Direct

Footnotes

F1: Conversion of Stock Appreciate Rights ("SARs"), which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($20.91) over the exercise price ($61.03).

F2: 911 shares of common stock were disposed of solely to satisfy tax withholding obligations.

F3: Conversion of SARs, which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($25.67) over the exercise price ($61.03).

F4: 1,002 shares of common stock were disposed of solely to satisfy tax withholding obligations.

F5: On 3/1/2011 the reporting person was granted SARs which vested ratably over a three-year period beginning on 3/1/2012.

F6: On 3/1/2012 the reporting person was granted SARs which vested ratably over a three-year period beginning on 3/1/2013.