AZZ INC — Director's Dealing 2019

May 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2019-05-18

Reporting Person: Byelick James Drew (VP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-18	COMMON STOCK	M	476	—	Acquired	2735	Direct
2019-05-18	COMMON STOCK	M	6	—	Acquired	2741	Direct
2019-05-18	COMMON STOCK	F	142	$45.56	Disposed	2599	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-18	Restricted Stock Units	$	M	476	Disposed		COMMON STOCK (476.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights accrued on 476 restricted stock units ("RSUs") granted on 5/18/2018, which AZZ elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.

F2: The reporting person disposed of 142 shares of common stock to satisfy tax withholding obligations.

F3: Each RSU represents a contingent right to receive one share of AZZ common stock.

F4: The RSUs granted on 5/18/2018, vest ratably over a 3-year period beginning on 5/18/2019.

F5: Once vested, the shares of common stock are not subject to expiration.