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: Mackey Tara D (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-27	COMMON STOCK	M	379	—	Acquired	4928	Direct
2018-04-27	COMMON STOCK	M	333	—	Acquired	5261	Direct
2018-04-27	COMMON STOCK	M	406	—	Acquired	5667	Direct
2018-04-27	COMMON STOCK	M	415	—	Acquired	6082	Direct
2018-04-27	COMMON STOCK	M	333	—	Acquired	6415	Direct
2018-04-27	COMMON STOCK	M	12	—	Acquired	6427	Direct
2018-04-27	COMMON STOCK	M	9	—	Acquired	6436	Direct
2018-04-27	COMMON STOCK	M	8	—	Acquired	6444	Direct
2018-04-27	COMMON STOCK	M	9	—	Acquired	6453	Direct
2018-04-27	COMMON STOCK	M	4	—	Acquired	6457	Direct
2018-04-27	COMMON STOCK	F	465	$45.75	Disposed	5992	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-27	Restricted Stock Units	$	M	379	Disposed		COMMON STOCK (379.0)	Direct
2018-04-27	Restricted Stock Units	$	M	333	Disposed		COMMON STOCK $1.00 PAR VALUE (333.0)	Direct
2018-04-27	Restricted Stock Units	$	M	333	Disposed		COMMON STOCK (333.0)	Direct
2018-04-27	Restricted Stock Units	$	M	406	Disposed		COMMON STOCK (406.0)	Direct
2018-04-27	Restricted Stock Units	$	M	415	Disposed		COMMON STOCK (415.0)	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 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.

F3: 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.

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: Represents the vesting of dividend equivalent rights accrued on 415 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.

F6: The reporting person disposed of 465 shares of common stock to satisfy tax withholding obligations.

F7: Each RSU represents a contingent right to receive one share of AZZ common stock.

F8: The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016.

F9: Once vested, the shares of common stock are not subject to expiration.

F10: The RSUs granted on 4/27/2016, vest ratably over a 3-year period beginning on 4/27/2017.

F11: 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.

F12: The RSUs granted on 4/27/2017, vest ratably over a 3-year period beginning on 4/27/2018.