Sec Form 4 Filing - FERGUSON THOMAS E @ AZZ INC - 2016-04-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FERGUSON THOMAS E 2. Issuer Name and Ticker or Trading Symbol AZZ INC [ AZZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) ONE MUSEUM PLACE, SUITE 500, 3100 WEST 7TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/27/2016 (Street) FORT WORTH, TX76107 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price COMMON STOCK 04/27/2016 M 3,104 A $ 0 22,605 D COMMON STOCK 04/27/2016 F( 1 ) 856 D $ 57.47 21,749 D COMMON STOCK 04/27/2016 M 27 A $ 0 ( 2 ) 21,776 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 3 ) 04/27/2016 M 3,104 ( 4 ) ( 5 ) COMMON STOCK 3,104 $ 0 6,207 D Restricted Stock Units ( 3 ) 04/27/2016 A 7,830 ( 6 ) ( 6 ) COMMON STOCK 7,830 $ 0 7,830 D Performance Share Units ( 7 ) 04/27/2016( 7 ) A 7,830 ( 8 ) ( 8 ) COMMON STOCK 7,830 $ 0 7,830 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FERGUSON THOMAS E ONE MUSEUM PLACE, SUITE 500 3100 WEST 7TH STREET FORT WORTH, TX76107 X President and CEO Signatures /s/ Tara D. Mackey, attorney-in-fact for Thomas E. Ferguson 04/29/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person disposed of 856 shares of common stock to satisfy tax withholding obligations. ( 2 )Represents the vesting of dividend equivalent rights accrued on 3,104 restricted stock units ("RSUs") granted on 4/27/2015, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest. ( 3 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock. ( 4 )The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016. ( 5 )Once vested, the shares of common stock are not subject to expiration. ( 6 )The RSUs are granted under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan") and vest over a three-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date beginning on 4/27/2017. ( 7 )Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results. ( 8 )The PSUs are issued under AZZ's 2014 Plan. The PSUs will vest and become payable, if at all, on the third anniversary from the date of grant, ranging from 0% to 200% based on AZZ achieving a 8.5% target average adjusted return on assets from March 1, 2016 to February 28, 2019. Actual payout will be subject to a multiplier up to a maximum of 250% of the target award if AZZ's total shareholder return for the three-year period ranks within the top quartile relative to each company in a custom industry peer group for the same period.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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