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: FERGUSON THOMAS E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-27	COMMON STOCK	M	3103	—	Acquired	52735	Direct
2018-04-27	COMMON STOCK	M	2610	—	Acquired	55345	Direct
2018-04-27	COMMON STOCK	M	2491	—	Acquired	57836	Direct
2018-04-27	COMMON STOCK	M	104	—	Acquired	57940	Direct
2018-04-27	COMMON STOCK	M	58	—	Acquired	57998	Direct
2018-04-27	COMMON STOCK	M	27	—	Acquired	58025	Direct
2018-04-27	COMMON STOCK	F	2042	$45.75	Disposed	55983	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-27	Restricted Stock Units	$	M	3103	Disposed		COMMON STOCK (3103.0)	Direct
2018-04-27	Restricted Stock Units	$	M	2610	Disposed		COMMON STOCK (2610.0)	Direct
2018-04-27	Restricted Stock Units	$	M	2491	Disposed		COMMON STOCK (2491.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights accrued on 3,103 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 2,610 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 2,491 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: The reporting person disposed of 2,042 shares of common stock to satisfy tax withholding obligations.

F5: Each RSU represents a contingent right to receive one share of AZZ common stock.

F6: The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016.

F7: Once vested, the shares of common stock are not subject to expiration.

F8: The RSUs granted on 4/27/2016, vest ratably over a 3-year period beginning on 4/27/2017.

F9: The RSUs granted on 4/27/2017, vest ratably over a 3-year period beginning on 4/27/2018.