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: Mackey Tara D (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-27	COMMON STOCK	M	334	—	Acquired	1150	Direct
2016-04-27	COMMON STOCK	M	380	—	Acquired	1530	Direct
2016-04-27	COMMON STOCK	F	277	$57.47	Disposed	1253	Direct
2016-04-27	COMMON STOCK	M	1	—	Acquired	1254	Direct
2016-04-27	COMMON STOCK	M	3	—	Acquired	1257	Direct
2016-04-27	COMMON STOCK	M	334	—	Acquired	1591	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-27	Restricted Stock Units	$	M	334	Disposed		COMMON STOCK $1.00 PAR VALUE (334.0)	Direct
2016-04-27	Restricted Stock Units	$	M	334	Disposed		COMMON STOCK (334.0)	Direct
2016-04-27	Restricted Stock Units	$	M	380	Disposed		COMMON STOCK (380.0)	Direct
2016-04-27	Restricted Stock Units	$	A	1218	Acquired		COMMON STOCK (1218.0)	Direct
2016-04-27	Performance Share Units	$	A	1218	Acquired		COMMON STOCK (1218.0)	Direct

Footnotes

F1: The reporting person disposed of 277 shares of common stock to satisfy tax withholding obligations.

F2: Represents the vesting of dividend equivalent rights accrued on 334 restricted stock units ("RSUs") granted on 11/6/2015, 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: Represents the vesting of dividend equivalent rights accrued on 380 RSUs granted on 4/27/2015, which AZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.

F4: Each RSU represents a contingent right to receive one share of AZZ common stock.

F5: The RSUs granted on 11/6/2015, vest over a three-year period with 1/3rd vesting on 4/27/2016, 4/27/2017 and 4/27/2018, respectively.

F6: Once vested, the shares of common stock are not subject to expiration.

F7: The RSUs granted on 3/7/2016, vest over a three-year period with 1/3rd vesting on 4/27/2016, 4/27/2017 and 4/27/2018, respectively.

F8: The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016.

F9: 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.

F10: 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.

F11: 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.