AZZ INC — Director's Dealing 2018

Nov 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2018-11-08

Reporting Person: JOYCE KEVERN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-08	COMMON STOCK	M	908	$25.67	Acquired	62204	Direct
2018-11-08	COMMON STOCK	F	490	$47.59	Disposed	61714	Direct
2018-11-08	COMMON STOCK	S	418	$47.70	Disposed	61296	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-08	STOCK APPRECIATION RIGHTS	$	M	908	Disposed		COMMON STOCK (908.0)	Direct

Footnotes

F1: Shares forfeited for the conversion of stock appreciation rights ("SARs"), which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($25.67) over the exercise price ($47.59).

F2: The shares sold on the open market are the aggregate net shares received upon the exercise of the SARs reported in Table 1.

F3: The conversion of SARs, which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($25.67) over the exercise price ($47.59).

F4: On March 1, 2012 the reporting person was granted SARs, which vested ratably over a 3-year period beginning on March 1, 2013.

F5: The SARs granted on March 1, 2012 have an expiration date of March 1, 2019.