AZZ INC — Director's Dealing 2016

May 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2016-04-29

Reporting Person: DOWNEY H KIRK (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-29	COMMON STOCK	M	454	$45.36	Acquired	15621	Direct
2016-04-29	COMMON STOCK	M	534	$43.92	Acquired	16155	Direct
2016-04-29	COMMON STOCK	S	186	$54.96	Disposed	15969	Direct
2016-04-29	COMMON STOCK	S	3564	$54.56	Disposed	12405	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-29	STOCK APPRECIATION RIGHTS	$45.36	A	454	Acquired	2020-03-01	COMMON STOCK (454.0)	Direct
2016-04-29	STOCK APPRECIATION RIGHTS	$43.92	A	534	Acquired	2021-03-01	COMMON STOCK (534.0)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price.

F2: The stock appreciation rights ("SARs") granted on 3/1/2013 vested ratably over a three-year period with one-third of the SARs vesting on each of the first, second and third anniversaries beginning on 3/1/2014.

F3: The SARs granted on 3/1/2014 vested ratably over a three-year period with one-third of the SARs vesting on each of the first, second and third anniversaries beginning on 3/1/2015.