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: EMERY MATTHEW VARLEY (Chief Information & HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-27	COMMON STOCK	M	290	—	Acquired	5428	Direct
2019-04-27	COMMON STOCK	M	415	—	Acquired	5843	Direct
2019-04-27	COMMON STOCK	M	10	—	Acquired	5853	Direct
2019-04-27	COMMON STOCK	M	10	—	Acquired	5863	Direct
2019-04-27	COMMON STOCK	F	213	$46.88	Disposed	5650	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-27	Restricted Stock Units	$	M	290	Disposed		COMMON STOCK (290.0)	Direct
2019-04-27	Restricted Stock Units	$	M	415	Disposed		COMMON STOCK (415.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights accrued on 290 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 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.

F3: The reporting person disposed of 213 shares of common stock to satisfy tax withholding obligations.

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

F5: The RSUs granted on 4/27/2016, vest ratably over a 3-year period beginning on 4/27/2017.

F6: Once vested, the shares of common stock are not subject to expiration.

F7: The RSUs granted on 4/27/2017, vest ratably over a 3-year period beginning on 4/27/2018.