AZZ INC — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BERCE DANIEL E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	COMMON STOCK	M	5174	$9.06	Acquired	52931	Direct
2016-03-01	COMMON STOCK	F	890	$52.68	Disposed	52041	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	STOCK APPRECIATION RIGHTS	$9.06	M	5174	Disposed		COMMON STOCK (5174.0)	Direct

Footnotes

F1: This transaction was a cashless exercise of a 2009 stock appreciation right ("SAR") award.

F2: The reporting person disposed of 890 shares of common stock solely to satisfy tax withholding obligations.

F3: On 3/1/2009, the reporting person was granted SARs that vested ratably over a 3-year period beginning on 3/1/2010.

F4: The SARs awarded on 3/1/2009 have an exercise period to expire on 3/1/2016.