AZZ INC — Director's Dealing 2018

May 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2018-05-18

Reporting Person: Bacius Chris M. (VP, Corporate Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-18	COMMON STOCK	M	182	—	Acquired	7111	Direct
2018-05-18	COMMON STOCK	M	4	—	Acquired	7115	Direct
2018-05-18	COMMON STOCK	F	55	$42	Disposed	7060	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-18	Performance Share Units	$	M	182	Disposed		COMMON STOCK (182.0)	Direct
2018-05-18	Performance Share Units	$	A	2678	Acquired		COMMON STOCK (2678.0)	Direct
2018-05-18	Restricted Stock Units	$	A	2678	Acquired		COMMON STOCK (2678.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights accrued on 182 performance share units ("PSUs") 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 PSUs vest.

F2: The Reporting Owner disposed of 55 shares of AZZ common stock to satisfy tax withholding obligations.

F3: Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.

F4: Represents the number of shares acquired by the Reporting Owner upon the vesting of PSUs granted on Arpil 27, 2015. The Reporting Owner earned 16% of the target award based on the achievement of certain pre-established performance goals during the performance cycle.

F5: Represents 100% of the target number of PSUs that will be earned, if at all, based upon the achievement of certain pre-established performance goals during the 3-year performance cycle (3/1/2018 - 2/28/2021), which is subject to a 25% total shareholder return ("TSR") modifier that may be applied if AZZ's TSR ranks in the top quartile relative to the TSR generated by each company in AZZ's industry peer group and a 25% decrease if AZZ's TSR is in the bottom quartile relative to its industry peer group.

F6: Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock.

F7: The RSUs are granted under AZZ's 2014 Long Term Incentive 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 5/18/2019.