AZZ INC — Director's Dealing 2017

May 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2017-05-01

Reporting Person: DOWNEY H KIRK (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-01	COMMON STOCK	M	535	$43.92	Acquired	13779	Direct
2017-05-01	COMMON STOCK	F	398	$59.05	Disposed	13381	Direct
2017-05-01	COMMON STOCK	S	137	$59.10	Disposed	13244	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-01	STOCK APPRECIATION RIGHTS	$43.92	M	535	Disposed	2021-03-01	COMMON STOCK (535.0)	Direct

Footnotes

F1: The amount in column 5 has been adjusted to reflect a correction in the previously reported total shares beneficially owned by the reporting person.

F2: The stock appreciation rights ("SARs") granted on 3/1/2014 vested ratably over a three-year period with one-third of the SARs vesting on each of the first, second and third anniversaries beginning on 3/1/2015.