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: Byelick James Drew (VP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-27	COMMON STOCK	M	232	—	Acquired	2099	Direct
2019-04-27	COMMON STOCK	M	221	—	Acquired	2320	Direct
2019-04-27	COMMON STOCK	M	85	—	Acquired	2405	Direct
2019-04-27	COMMON STOCK	M	8	—	Acquired	2413	Direct
2019-04-27	COMMON STOCK	M	5	—	Acquired	2418	Direct
2019-04-27	COMMON STOCK	M	2	—	Acquired	2420	Direct
2019-04-27	COMMON STOCK	F	161	$46.88	Disposed	2259	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-27	Restricted Stock Units	$	M	232	Disposed		COMMON STOCK (232.0)	Direct
2019-04-27	Restricted Stock Units	$	M	221	Disposed		COMMON STOCK (221.0)	Direct
2019-04-27	Restricted Stock Units	$	M	85	Disposed		COMMON STOCK (85.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights accrued on 232 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 221 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 85 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 161 shares of common stock to satisfy tax withholding obligations.

F5: Each restricted stock unit ("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.