AZZ INC — Director's Dealing 2016

Mar 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2016-03-01

Reporting Person: Bacius Chris M. (VP, Corporate Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	COMMON STOCK	M	1650	—	Acquired	3268	Direct
2016-03-01	COMMON STOCK	M	28	—	Acquired	3296	Direct
2016-03-01	COMMON STOCK	M	330	—	Acquired	3626	Direct
2016-03-01	COMMON STOCK	M	6	—	Acquired	3632	Direct
2016-03-01	COMMON STOCK	F	375	$52.68	Disposed	3257	Direct
2016-03-01	COMMON STOCK	F	75	$52.58	Disposed	3448	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Restricted Stock Units	$	M	1650	Disposed		COMMON STOCK (1650.0)	Direct
2016-03-01	Dividend Equivalent Rights	$	M	28	Disposed		COMMON STOCK (28.0)	Direct
2016-03-01	Restricted Stock Units	$	M	330	Disposed		COMMON STOCK (330.0)	Direct
2016-03-01	Dividend Equivalent Rights	$	M	6	Disposed		COMMON STOCK (6.0)	Direct

Footnotes

F1: Shares disposed of represent withholding to satisfy a tax obligation upon the vesting of 1,650 RSUs and associated dividend equivalent rights.

F2: Shares disposed of represent withholding to satisfy a tax obligation upon the vesting of 330 RSUs and associated dividend equivalent rights.

F3: This number has been adjusted to reflect an additional 266 shares of AZZ common stock acquired by the reporting person prior to him becoming a Section 16 reporting person.

F4: Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock.

F5: The RSUs vested ratably over a two-year period beginning March 1, 2015. The award fully vested on March 1, 2016.

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

F7: The settlement of dividend equivalent rights in connection with the vesting of 1,650 RSUs. The rights accrued as dividends represent a contingent right to receive one share of AZZ common stock. These vest and settle at the same time and on the same terms and conditions as the underlying RSUs to which they relate. There is no expiration date.

F8: The RSUs shall vest over a three year period with one-third of the RSUs vesting on each of the first, second and third anniversaries beginning March 1, 2015.

F9: The settlement of dividend equivalent rights in connection with the vesting of 330 RSUs. The rights accrued as dividends represent a contingent right to receive one share of AZZ common stock. These vest and settle at the same time and on the same terms and conditions as the underlying RSUs to which they relate. There is no expiration date.