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: 2017-04-27

Reporting Person: Pendley Timothy E (SVP GALVANIZING)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-27	COMMON STOCK	M	776	—	Acquired	33635	Direct
2017-04-27	COMMON STOCK	M	652	—	Acquired	34287	Direct
2017-04-27	COMMON STOCK	M	15	—	Acquired	34302	Direct
2017-04-27	COMMON STOCK	M	5	—	Acquired	34307	Direct
2017-04-27	COMMON STOCK	F	381	$60.20	Disposed	33926	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-27	Restricted Stock Units	$	M	776	Disposed		COMMON STOCK (776.0)	Direct
2017-04-27	Restricted Stock Units	$	M	652	Disposed		COMMON STOCK (652.0)	Direct
2017-04-27	Performance Share Units	$	A	1868	Acquired		COMMON STOCK (1868.0)	Direct
2017-04-27	Restricted Stock Units	$	A	1868	Acquired		COMMON STOCK (1868.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights accrued on 776 restricted stock units ("RSUs") granted on 4/27/2015, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.

F2: Represents the vesting of dividend equivalent rights accrued on 652 RSUs granted on 4/27/2016, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.

F3: The reporting person disposed of 381 shares of common stock to satisfy tax withholding obligations.

F4: Each RSU represents a contingent right to receive one share of AZZ common stock.

F5: The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016.

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

F7: The RSUs granted on 4/27/2016, vest ratably over a 3-year period beginning on 4/27/2017.

F8: 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.

F9: The PSUs are issued under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan"). The PSUs will vest and become payable, if at all, on the third anniversary from the date of grant, ranging from 0% to 200% based on AZZ achieving a target average adjusted return on assets from March 1, 2017 to February 28, 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 3-year period ranks within the top quartile relative to each company in a custom industry peer group for the same period.

F10: The RSUs are granted under AZZ's 2014 Plan and vest over a 3-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date beginning on 4/27/2018.