AZZ INC — Director's Dealing 2016

Mar 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Pendley Timothy E (SVP GALVANIZING)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	COMMON STOCK	M	2536	—	Acquired	27219	Direct
2016-03-01	COMMON STOCK	F	770	$52.68	Disposed	26449	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Restricted Stock Units	$	M	2536	Disposed		COMMON STOCK (2536.0)	Direct

Footnotes

F1: The reporting person disposed of 770 shares of common stock solely to satisfy tax withholding obligations.

F2: Each restricted stock unit (RSU) represents a contingent right to receive one share of AZZ common stock.

F3: The RSUs granted on March 1, 2013 vested in their entirety on March 1, 2016.

F4: Once vested, the shares of common stock are not subject to expiration.