AZZ INC — Director's Dealing 2019

Apr 30, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2019-04-27

Reporting Person: Fehlman Paul Wesley (SVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-27	COMMON STOCK	M	798	—	Acquired	13553	Direct
2019-04-27	COMMON STOCK	M	761	—	Acquired	14314	Direct
2019-04-27	COMMON STOCK	M	255	—	Acquired	14569	Direct
2019-04-27	COMMON STOCK	M	29	—	Acquired	14598	Direct
2019-04-27	COMMON STOCK	M	19	—	Acquired	14617	Direct
2019-04-27	COMMON STOCK	M	6	—	Acquired	14623	Direct
2019-04-27	COMMON STOCK	F	467	$46.88	Disposed	14156	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-27	Restricted Stock Units	$	M	798	Disposed		COMMON STOCK (798.0)	Direct
2019-04-27	Restricted Stock Units	$	M	761	Disposed		COMMON STOCK (761.0)	Direct
2019-04-27	Restricted Stock Units	$	M	255	Disposed		COMMON STOCK (255.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights accrued on 798 restricted stock units ("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.

F2: 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.

F3: 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.

F4: The reporting person disposed of 467 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 4/27/2016, vest ratably over a 3-year period beginning on 4/27/2017.

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

F8: The RSUs granted on 4/27/2017, vest ratably over a 3-year period beginning on 4/27/2018.

F9: 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.