AZZ INC — Director's Dealing 2018

May 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2018-04-27

Reporting Person: Fehlman Paul Wesley (SVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-27	COMMON STOCK	M	948	—	Acquired	10235	Direct
2018-04-27	COMMON STOCK	M	797	—	Acquired	11032	Direct
2018-04-27	COMMON STOCK	M	761	—	Acquired	11793	Direct
2018-04-27	COMMON STOCK	M	255	—	Acquired	12048	Direct
2018-04-27	COMMON STOCK	M	32	—	Acquired	12080	Direct
2018-04-27	COMMON STOCK	M	17	—	Acquired	12097	Direct
2018-04-27	COMMON STOCK	M	8	—	Acquired	12105	Direct
2018-04-27	COMMON STOCK	M	2	—	Acquired	12107	Direct
2018-04-27	COMMON STOCK	F	676	$45.75	Disposed	11431	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-27	Restricted Stock Units	$	M	948	Disposed		COMMON STOCK (948.0)	Direct
2018-04-27	Restricted Stock Units	$	M	797	Disposed		COMMON STOCK (797.0)	Direct
2018-04-27	Restricted Stock Units	$	M	761	Disposed		COMMON STOCK (761.0)	Direct
2018-04-27	Restricted Stock Units	$	M	255	Disposed		COMMON STOCK (255.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights accrued on 948 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 797 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: Represents the vesting of dividend equivalent rights accrued on 761 RSUs granted on 4/27/2017, 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 255 RSUs granted on 7/11/2017, 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 676 shares of common stock to satisfy tax withholding obligations.

F6: Each restricted stock unit ("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 4/27/2016, vest ratably over a 3-year period beginning on 4/27/2017.

F10: The RSUs granted on 4/27/2017, vest ratably over a 3-year period beginning on 4/27/2018.

F11: The RSUs granted on 7/11/2017, vest over a 3-year period with 1/3rd vesting on 4/27/2018, 4/27/2019 and 4/27/2020.