AZZ INC — Director's Dealing 2017

Aug 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2017-08-01

Reporting Person: Lavelle Ken (President & GM - Electrical)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-01	Restricted Stock Units	$	A	869	Acquired		COMMON STOCK (869.0)	Direct
2017-08-01	Performance Share Units	$	A	869	Acquired		COMMON STOCK (869.0)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock.

F2: The RSUs are granted under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan") and vest over a three-year period with one-third of the RSUs vesting on 4/27/2018, 4/27/2019 and 4/27/2020.

F3: 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.

F4: The PSUs are issued under AZZ's 2014 Plan. The PSUs will vest and become payable, if at all, on February 29, 2020, ranging from 0% to 200% based on AZZ achieving a target average adjusted return on assets from March 1, 2017 to February 29, 2020. 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.