AZZ INC — Director's Dealing 2019

Sep 30, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2019-09-29

Reporting Person: FERGUSON THOMAS E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-29	COMMON STOCK	M	30000	—	Acquired	100351	Direct
2019-09-29	COMMON STOCK	M	719	—	Acquired	101070	Direct
2019-09-29	COMMON STOCK	F	12087	$42.84	Disposed	88983	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-29	Restricted Stock Units	$	M	30000	Disposed		COMMON STOCK (30000.0)	Direct

Footnotes

F1: On 10/10/2016, Mr. Ferguson was granted 30,000 restricted stock units ("RSUs") in connection with his Amended and Restated Employment Agreement with AZZ Inc. that he entered into on 9/29/2016 (the "Amended Agreement"). The RSUs cliff vested in full on 9/29/2019 upon the completion of the three-year term of the Amended Agreement.

F2: Represents the vesting of dividend equivalent rights that accrued on 30,000 RSUs granted to Mr. Ferguson on 10/10/2016, which AZZ elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.

F3: Mr. Ferguson disposed of 12,087 shares of common stock to satisfy tax withholding obligations.

F4: Each RSU represents a contingent right to receive one share of AZZ common stock upon vesting.

F5: The RSUs granted on 10/10/2016 cliff vested in full on 9/29/2019 upon Mr. Ferguson's completion of the three-year term of his Amended Agreement with AZZ.

F6: Once vested and converted into common stock, the RSUs are not subject to expiration.