AZZ INC — Director's Dealing 2016

Apr 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2016-04-27

Reporting Person: Pendley Timothy E (SVP GALVANIZING)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-27	COMMON STOCK	M	776	—	Acquired	27268	Direct
2016-04-27	COMMON STOCK	F	206	$57.47	Disposed	27062	Direct
2016-04-27	COMMON STOCK	M	6	—	Acquired	27068	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-27	Restricted Stock Units	$	M	776	Disposed		COMMON STOCK (776.0)	Direct
2016-04-27	Restricted Stock Units	$	A	1957	Acquired		COMMON STOCK (1957.0)	Direct
2016-04-27	Performance Share Units	$	A	1957	Acquired		COMMON STOCK (1957.0)	Direct

Footnotes

F1: The reporting person disposed of 206 shares of common stock to satisfy tax withholding obligations.

F2: Represents the vesting of dividend equivalent rights accrued on 776 restricted stock units ("RSUs") granted on 4/27/2015, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.

F3: Each RSU represents a contingent right to receive one share of AZZ common stock.

F4: The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016.

F5: Once vested, the shares of common stock are not subject to expiration.

F6: The RSUs are granted under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan") and vest over a three-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date beginning on 4/27/2017.

F7: Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.

F8: The PSUs are issued under AZZ's 2014 Plan. The PSUs will vest and become payable, if at all, on the third anniversary from the date of grant, ranging from 0% to 200% based on AZZ achieving a 8.5% target average adjusted return on assets from March 1, 2016 to February 28, 2019. Actual payout will be subject to a multiplier up to a maximum of 250% of the target award if AZZ's total shareholder return for the three-year period ranks within the top quartile relative to each company in a custom industry peer group for the same period.