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: Mackey Tara D (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-27	COMMON STOCK	M	379	—	Acquired	3153	Direct
2017-04-27	COMMON STOCK	M	333	—	Acquired	3486	Direct
2017-04-27	COMMON STOCK	M	333	—	Acquired	3819	Direct
2017-04-27	COMMON STOCK	M	406	—	Acquired	4225	Direct
2017-04-27	COMMON STOCK	M	7	—	Acquired	4232	Direct
2017-04-27	COMMON STOCK	M	3	—	Acquired	4235	Direct
2017-04-27	COMMON STOCK	M	4	—	Acquired	4239	Direct
2017-04-27	COMMON STOCK	M	3	—	Acquired	4242	Direct
2017-04-27	COMMON STOCK	F	384	$60.20	Disposed	3858	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-27	Restricted Stock Units	$	M	379	Disposed		COMMON STOCK (379.0)	Direct
2017-04-27	Restricted Stock Units	$	M	333	Disposed		COMMON STOCK (333.0)	Direct
2017-04-27	Restricted Stock Units	$	M	333	Disposed		COMMON STOCK (333.0)	Direct
2017-04-27	Restricted Stock Units	$	M	406	Disposed		COMMON STOCK (406.0)	Direct
2017-04-27	Restricted Stock Units	$	A	1245	Acquired		COMMON STOCK (1245.0)	Direct
2017-04-27	Performance Share Units	$	A	1245	Acquired		COMMON STOCK (1245.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights accrued on 379 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 333 RSUs granted on 3/7/2016, 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: Represents the vesting of dividend equivalent rights accrued on 333 RSUs granted on 11/6/2015, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.

F4: Represents the vesting of dividend equivalent rights accrued on 406 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.

F5: The reporting person disposed of 384 shares of common stock to satisfy tax withholding obligations.

F6: Each RSU represents a contingent right to receive one share of AZZ common stock.

F7: The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016.

F8: Once vested, the shares of common stock are not subject to expiration.

F9: The RSUs granted on 3/7/2016, vest over a 3-year period with 1/3rd vesting on 4/27/2016, 4/27/2017 and 4/27/2018.

F10: The RSUs granted on 11/6/2015, vest over a 3-year period with 1/3rd vesting on 4/27/2016, 4/27/2017 and 4/27/2018.

F11: The RSUs granted on 4/27/2016, vest ratably over a 3-year period beginning on 4/27/2017.

F12: The RSUs are granted under AZZ's 2014 Long Term Incentive Plan (the "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.

F13: 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.

F14: The PSUs are issued under AZZ's 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.